HomeMy WebLinkAbout08/15/2025 Agreement Monroe County Purchasing Policy and Procedures
ATTACHMENT D--';
COUNTY ADMINISTRATOR
CONTRACT.SUMMARY FORM FOR CONTRACTS $100,000.00 and Under
Contract with- PitnCY Bowes 00414979 1
Effective Date: 5/16/2024
Expiration Date: 5/16/202
Contract Purpose/Description:
60 month lease agreement for a ScndPro C Series -Version 4 postage machine located in the Code
Compliance department,at the Government Center,2798 Overseas Hwy,Marathon FL 33050
Initial payment amount: $53.97 monthly/$161,91 quarterly
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: Brenedy Rigby 8806 Cade Compliance/Stop 26
(Name) (Ext.) (Denartment/Ston 4)
CONTRACT COSTS
Total Dollar Value of Contract: $ 3,238.20 Current Year Portion: $ 647.64
(must be$100,000.00 or less) (If multiyear agreement then
requires BOCC approval,unless the
,aTM:,wR cunwwdf��Oat c „orew)unt.is
9yN�+�,"r,io1w+wP�,"r w
Budgeted?Yes ✓ No�
Grant: $ County Match: $
Fund/Cost Center/Spend Category: C 01,0050
148-60500
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries,etc.)
Insurance Required: YES[:]NO❑✓
*Effective retroactively to CONTRACT REVIEW
05/16/2024
viewer Date In
Department Head Signature: � iLaerL 8-5-25
Kelly gan Digitally signed by Kelly Dugan
County Attorney Signature: Date:2025.08.05,3:35:33-04'00'
Risk Management Signature: - 8.5.25
Lisa Abreu Digitally signed by Lisa Ad—
Purchasing Signature: Da`e.2025.08.08 1127:49-04'00'
John Quinn Digitally signed by John Onnn
OMBSignature: Date:2025.08.14 1625:58-04'00'
Comments:
Revised BOCC 4/19/2023
Page 84 of 105
pitneybowes
State of Florida Contract#44102100-17-1 Order Form
Agreement Number
Your Business Information
Full Legal Name of Lessee 1 DBA Name of Lessee Tax ID#(FEINITIN)
Monroe County Code Compliance 596000749
Sold-To:Address
2798 Overseas Hwy,Suite 330First Floor Building Dept,Marathon,FL,33050,US
Sold-To:Contact Name Sold-To:Contact Phone# Sold-To:Account#
Cynthia McPherson (305)289-2508 001124503E
Bill-To:Address
102050 Overseas Highway5uite 225,Key Largo,FL,33037-276.1,US
Biil-To:Contact Name Bill-To:Contact Phone# Biii-To:Account# Bill-To:Email
Brenedy Rigby (305)453-8806 0015447194 rigby-hrenedyQg monroecounty-fl.gov
Ship-To:Address
2798 Overseas Hwy,Suite 330First Floor Building Dept,Marathon,FL,33050,US ______�
Ship-To:Contact Name Ship-To:Contact Phone# Ship-To:Account
Nicole Petrick 3052692509 0011245038
PC#
Your Business Needs
Qty Item Business Solution Description
1 9ENDPROCSERIES4
SendPro C Series-Version 4
....._..........
1 1FXA
Interface to InView Dashboard
.....................
1 7Haa
C Series IMI Meter
1 8H00
C Series IMI Base
1 APAC
Connect+Accounting Weight Break Reports
APAX Cost Acctg Accounts Level(100)
'I
1 APKN
Account List ImportlExporl
1 C2C1 C425 SendPro C-51b Scale Bundle
1 CAAB
Basic Cost Accounting
1 COVER-SPC
Protective Dust Cover-SendPro C
F90I
Basic Inslallaticn and Training
I F9PG2
PowerGuard LE Service Package
t HZ60441_
SendPro C Series Drop Stacker
t ME1A
Meter Equipment-C Series
US356009.1 6n7 Page 1 of 3 Y1D3274656
=017 Pitney Bowes Inc.All dghts reserved., See Pilney B—a Te for additional terms and conditions
Pitney Bowes Confidential Information
......
1 PAB1 ...-....._.�
C Series Premium App Bundle
1 PTJ1
SendPro Onlire-PitneyShip
^) PTJA
SPO-PitneyShip Basic 1 User
"I PTJN
Single User Access
t PTK1
Web Browser Integration
1 PTK2
SendPro C Series Shipping Integration
------ ................
t SPCRK
Return Kit for SendPro C Series
..................
1 STDSLA
Standard SLA-Equipment Service Agreement(for SendPro CSeries-Version 4)
1 ZH24
Manual Weight Entry
1- ZH27
HZ02 65 LPM Speed
1 ZHC425
SendPro C425 Base System Identifier
I ZHD5
USPS Rates with Metered Letter
t ZHD7
E Conf Services for Metered LTR.BDL
1 ZHD9
Retail Ground LOR
Your Payment Plan
Initial Term. Sa months In 11 lttat Paymend Aonounl. ( )Tax Exempt Certificate AttacH®d
Nuamttaer of Months Monthly Amount Silted Quarterly at* ( )Tax Exempt Certificate Not Required
60 $53.97 $161.91 O Purchase Power'transaction fees included
(X) Purchase Power"'transaction fees extra
Does not include any applicable safes,use,or properly lazes which writ he billed separalely.
If the equipment listed above is replacing ynur current molar,yourcunenl melerwilibe taken wf orsomce once This lease commences
US3569 W o.1 6r17 Page 2 of 3 V103274656
®2617 Pitney Bowes Inc.AR rights reserved, See Pitney Bowes Tennis for additional terms and conditions
Pitney Bowes Confidential Information
Your Signature Below
By your signature below or Purchase Order,you are entering into a Lease Agreement pursuant to the terms and condilions of the Florida STC No,44102100-17-1,If software is included
in the Order,additional terms apply„Please refer to tG9ff>P"kglf f1lh7iEwti�9i;, rI pgp0�if gf�, for the applicable software terms.
44102100.17.1
StatelEn[ilysContracl# PITY 150';oi
Signature: �
Lesser Signature
Email: urrcll�iers�rnf� Tir��fndt'Il�nrc�ecc]u�nt�r-Tl.�crtif
Print Name tiara-� nYarne
Title: i L
n
Nis Date �.........�
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�4trlail r➢dress f.,l.a f, �!i 2 j!, Il „� ,°`�� 2024
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Sales Information
Harold Marriott dean,merriott@pb.com
Account Rep Name Email Address PBGFS Acceptance
Confirmed Order Form falls under
State Term Contract No. 44102100-17-1
For Mail Processing Equipment
Christine Christinetally Hued rley
Digitally signed by Kelly Christine Hurle
Kelly DuganDaea2025.08.15 Hurley 111t1646?04'00'S
10:28:03-04'00' Christine Hurley
Kelly Dugan, Asst. County Attorney County Administrator, Monroe County
*Effective date 5/16/24
usmmas,1 6a 7 Page 3 of 3 Y1032746DG
02017 Pitney Bowes Inc.All rights reserved„ See Pitney Bowes Terms for additional tarns and condilions
Pitney Bowes Confidential Information
l
FLORIDA DEPARTMENT OF MANAGEMENT SERVICES
state purchasing
We serve thaw who serve Florida.
State Term Contract
No. 44102100-17-1
For
Mail Processing Equipment
This Contract is between the State of Florida, Department of Management Services (Department), an agency of
the State of Florida and Pitney Bowes Inc. (Contractor), collectively referred to herein as the "Parties."
The Contractor submitted a response to the Department's solicitation, ITB 22-44102100-Z for Mail Processing
Equipment. After concluding all evaluations, the Department has determined that the Contractor's response
provides a best Ivalue to the State of Florida.
Accordingly, the Parties agree as follows:
I. Initial Contract Term.
The Initial Contract Term shall be for five years. The Initial Contract Term shall begin on February 20, 2017.
The Contract shall expire on February 19, 2022 unless terminated earlier in accordance the General Contract
Conditions.
II. Renewal Term.
Upon mutual written agreement, the Parties may renew this Contract, in whole or in part, for a Renewal Term
not to exceed the Initial Contract Term, pursuant to the incorporated General Contract Conditions.
III. Contract.
As used in this document, "Contract" (whether or not capitalized) shall, unless the context requires otherwise,
include this document and all incorporated Exhibits, which set forth the entire understanding of the Parties
and supersedes all prior agreements. All modifications to this Contract must be in writing and signed by all
Parties.
All Exhibits attached and listed below are incorporated in their entirety into, and form part of this Contract.
The Contract Exhibits shall have priority in the order listed:
a) Exhibit A: General Contract Conditions
b) Exhibit B: ITB 22-44102100-Z and any addenda in reverse order of issuance
c) Exhibit C: Price Sheet
Page 1 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
IV. Contract Management.
Department's Contract Manager:
Corina Chiorescu
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850) 488-9847
Email: Cs)irliir°n: corirh
Contractor's Contract Manager:
Dean Merriott
Pitney Bowes Inc.
2368 Stoney Glen Drive, Fleming Island, FL 32003
Telephone: 904-6732411
Email: ;w.r. .Ir::p..1a:@.r.ir„ir!.i::( .p.l,n.. i.la:@.
IN WITNESS THEREOF, the Parties hereto have caused this Contract, which includes the attached and
incorporated Exhibits, to be executed by their undersigned officials as duly authorized. This Contract is not valid
and binding until signed and dated by the Parties.
Pitney Bowes Inc. State of Florida,
Department of Management Services
Signature Signature
Debra Forbess, Director of Finance and Administration
Name, Title Name, Title
Date Date
Page 2 of 74
State Term Contract No.. "102100474
Mail Processing Equipment
IV. Contract Management
Department's Contract Manager:
Corma Chiorescu
Division of State Purchasing
Florida Department of Management Services
4050 Esplanade Way. Suite 360
Tallahassee, Florida 32399-0950
Telephone: (850)488-9847
Email, Co(ona.Chiorescu(Mdms.mAorida-com
Contractor's Contract Manager:
Dean Marriott
Pitney Bowes Inc.
2368 Stoney Glen Drive, Fleming Island, FL 32003
Telephone: 904-6732411
Email: Pean.merrig=pb.corn
IN WITNESS THEREOF, the Parties hereto have caused this Contract, which includes the attached and
incorporated Exhibits,to be executed by their undersigned officials as duly authorized. This Contract is not valid
and binding until signed and dated by the Parties.
Pitney Bowes Inc. offlorl
of Flo"
Signature Ig
/ pa juent anagement Services
..........
; araim.
AfFAfV)V-&"wjY)AW AV,0-7- Ross a ram.Director of State Purchasing
Name,Tide A",VVOY Name, Me
Date ate
Pap 2 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
1.1 Purpose
The purpose of this State Term Contract is to provide state agencies and OEUs a vehicle to acquire
mail processing equipment and related supplies and services. Core products offered under this
Contract is the maintenance and lease of equipment, classified under the following categories:
Category Specifications of Mailing Machine (All must include meter)
Number
1 Mailing machine with capacity to meter between 15 and 20 LPM
with minimum of 2 pound (lb) scale
2 Mailing machine with capacity to meter between 21 LPM and 50
LPM and with sealer, and differential weighing and minimum of 5 lb
scale
3 Mailing machine with capacity to meter between 51 LPM and 100
LPM with sealer, differential weighing and minimum of 5 lb scale
4 Mailing machine with capacity to meter between 100 LPM and 179
LPM with sealer, differential weighing and minimum of 5 lb scale
5 Mailing machine with capacity to meter up to 179 LPM with sealer,
differential weighing, dynamic scale and minimum of 5 lb scale
6 Mailing machine with capacity to meter 180 LPM with sealer,
differential weighing, dynamic scale and minimum of 10 lb scale
Non-core products offered under the Contract are the lease or purchase of equipment classified
under the following categories:
Inserters Openers
Folders Folders-Inserters
Supplies Mail Processing Equipment Accessories
Mail Processing Equipment Software
Only Mail Processing Equipment Accessories, Mail Processing Equipment Software and
Supplies that have connectivity with an item(s) awarded on the core price sheet will be on the
contract. The only non-core service the Department will consider is yearly maintenance for non-
core products. The Department reserves the right to reject any and all items offered as a non-
core product.
1.2 General Requirements
1.2.1 Commodity Standards
All Commodities under this Contract shall conform with and be governed by all applicable
current postal regulations and remain in compliance during the term of this Contract and until
completion of any lease including maintenance or a separate maintenance agreement provided
under this Contract. USPS regulations can be found in the Mailing Standards of the United
States Postal Service Domestic Mail Manual: Commercial Mailing Service at:
2!n,-i/t�x/cl irm::i in i_ /cl ir,,i i !::i. . .........II........................................ii �q...:..h�D in i.
If USPS requirements and standards change during the term of a lease, the Contractor shall
modify the existing equipment or replace the existing equipment to meet the new USPS
Page 3 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
requirements at least ten business days prior to the USPS change. The modification or
replacement of equipment shall be completed without cost to Customers.
All Commodities offered under this Contract, except for postage meters, shall be new, unused,
of current production and of the latest design and construction. Used, rebuilt, remanufactured,
shopworn, demonstrator, discontinued or prototype items shall not be offered. Note: It is
understood that some new machines are manufactured from new parts which contain some
recycled raw materials or components but all Commodities are deemed "new and are fully
warrantied against defect. Postage meters rented under this Contract are not required to be new
and the Contractor is responsible for ensuring that they are in proper working order. The
Department reserves the right to request technical literature on any item.
1.2.2 Pricing
The Contractor shall adhere to the prices submitted in the ITB Price Sheet(s), which are
incorporated by reference into the Contract.
Lease prices shall remain firm throughout the lease period and shall include a full-service
maintenance agreement for all equipment for the life of the lease. All prices shall be Free on
Board (FOB) destination delivery, and include installation, warranty, rate change protection, on-
site training and product manuals.
1.2.3 Recall(s)
In the event there is a recall of any of the Commodities, the Contractor shall provide reasonable
assistance to the Department in developing a recall strategy and shall cooperate with the
Department and Customers in monitoring the recall operation and in preparing reports as may
be required. Each Contractor shall, at the request of the Department and/or any Customer,
provide all reasonable assistance in locating and recovering any recalled equipment that is not
in accordance with the requirements of the Contract. Each Contractor shall immediately notify
and provide copies to the Department of any communications relating to recalls with any
Customer. The Contractor, at its own cost, shall ensure defective equipment and supplies are
rectified, replaced or destroyed in compliance with all applicable laws, rules or regulations and
the Department's reasonable instructions.
1.2.4 Contract Warranty and Maintenance
Contract Warranty Leased equipment shall be warrantied and maintained for the life of the
lease. Purchased equipment shall be warrantied and maintained for a minimum of one year or
the manufacturer's standard warranty, whichever is longer. The warranty and maintenance
period shall commence upon acceptance of equipment by the Customer as evidenced by a
certificate of acceptance form. All Commodities must operate in accordance with the
manufacturer's standard specifications. The Contractor shall provide postage rate protection,
software and firmware updates, and preventative maintenance services. All defective or broken
parts not caused by accident, neglect, misuse, or abuse shall be repaired or replaced and all
necessary machine adjustments occasioned by such defective or broken parts shall be
performed. All warranty and maintenance services and products shall be provided at no cost to
the Customer.
Page 4 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
Service response time requirements during the warranty and maintenance period shall be the
arrival of a manufacturer-trained, certified technician on-site within four business hours in urban
counties and within eight business hours in rural counties after notification of a request for
service. A telephone call, unless it results in solving the problem, shall not be deemed an
acceptable service response. The warranty and maintenance shall include all labor and
transportation resulting from service calls. The Contractor shall maintain service facilities and
qualified personnel to service all equipment in the State of Florida within the required response
time for the life of the Contract. Each service facility must maintain a sufficient number of
qualified technicians and supply of parts to provide all required services described in the Scope
of Work for the life of the Contract.
If, during the warranty and maintenance period, malfunctioning equipment cannot be repaired
within three business days after a request for service or in the case of excessive equipment
down-time, the Contractor shall provide the Customer loaner equipment that meets or exceeds
specifications of the Commodity at no additional cost until the defective unit or entire system
(Customer's choice) is replaced with new equipment. Excessive equipment down-time is
defined as three or more service calls over a ninety day period for repairs to the same piece of
equipment.
The Contractor shall maintain a service log describing which services are performed for each
call. The log shall contain, at a minimum, the machine serial number, location of equipment,
date and time of each service call, the response time and the type of service performed. The
service log shall be made available to the Customer and the Department, upon request.
1.2.5 Replacement Parts
The Contractor shall utilize only factory authorized replacement parts for repair of equipment.
Under no circumstances will the Customer deliver or mail equipment to the Contractor for repair.
Replacement parts will be available for the life of the lease and for at least five years after a
purchase. Replacement parts must be stocked at all service locations.
1.2.5 Customer Service and Administration
The Contractor shall provide Customers all services during standard business hours, Monday
through Friday, 8:OOAM (ET) through 5:OOPM (ET). The following days are observed as
holidays by state agencies:
• New Year's Day
• Birthday of Dr. Martin Luther King, Jr.
• Memorial Day
• Independence Day
• Labor Day
• Veterans' Day
• Thanksgiving Day
• Friday after Thanksgiving
• Christmas Day
If the actual holiday falls on a Saturday, the preceding Friday is observed as a holiday. When a
holiday falls on Sunday, the following Monday is observed as a holiday.
Page 5 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
The Contractor shall have a single point of contact to serve as Contract Manager as listed on
the Vendor Information Form. The Contract Manager may support multiple Customers and
must respond to Customer calls and/or emails within twenty-four hours. The Contract Manager
must be able to provide or arrange for all aspects of Customer support and problem resolutions.
Back-up coverage must be provided by an equally knowledgeable person if the Contract
Manager is not able to be reached.
In addition to a dedicated Contract Manager, the Contractor shall provide toll-free Customer
service phone support from 8:00 AM (ET) to 5:00 PM (ET) Monday through Friday, except for
National and State recognized holidays. TDD (Telecommunication Device for the Deaf) access
must be made available during the above named Customer service operating hours.
1.2.7 Routine Communications
All routine communications and reports related to this STC shall be sent to the Department's
Contract Manager. If any information listed on the Vendor Information Form changes during the
life of the Contract, then the Contractor shall update the Vendor Information Form and submit to
the Department's Contract Manager. Communications relating to a specific order should be
addressed to the contact person identified on the order. Communications may be by e-mail,
regular mail, or telephone.
1.2.8 Quote Form
Upon the Customer's request, the Contractor will provide a price quote within three business
days. The Contractor agrees that quotes will be according to the prices, discounts,
requirements, specifications, terms, and conditions of the Contract.
1.2.9 Orders
There shall be no minimum order amount required under this Contract. The Contractor is
required to honor Contract pricing for all orders that are placed prior to the date of expiration of
the Contract.
1.2.10 Invoices
Invoices must clearly identify the contract number, purchase order number if applicable,
equipment serial number, remittance address, Customer name, location of equipment, billing
period and total cost. The Contractor must provide in-house financing for leases. Third party
billing providers/finance companies shall not be authorized for use.
1.2.11 Payments
Payment terms for each lease will be in arrears and may be monthly or quarterly at the ordering
entity's option. Payment for purchased equipment will be processed upon the satisfactory
completion of delivery, installation, training and acceptance. Payment terms for separate
maintenance agreements will be agreed upon by the Contractor and Customer. State agencies
are required to obtain approval from the Department of Financial Services prior to agreeing to
an advance payment in the amount of Category Two (currently $35,000) or more. Payment
shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes, which
govern time limits for payment of invoices.
Page 6 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
1.2.12 Purchasing Card
The State of Florida has implemented a purchasing card program, using the Visa platform.
Respondents may receive payments via the state's Purchasing Card in the same manner as
any other Visa purchases. Purchasing Card/Visa acceptance for purchase is a mandatory
requirement for this solicitation but is not the exclusive method of payment. If the state changes
its Purchasing Card platform during the term of Contract resulting from the ITB, the Contractor
shall make any necessary changes to accommodate the states new Purchasing Card platform
within 30 days of notification of such change.
1.2.13 Returns
Commodities that are returned due to Contractor error, shall be returned at the Contractor's
expense. The Contractor shall make arrangements to remove the returned Commodities from
the Customer's premises within seven calendar days after notification. Regularly stocked
Commodities that are returned due to Customer error shall be returned at the Customer's
expense without incurring re-stocking fees if returned in original packaging within thirty calendar
days.
1.2.14 Postage Account Requirements
The Contractor shall provide a no-cost option to refill postage meters. The Contractor shall
provide postage account information within seven business days after an order for a postage
meter is placed.
1.2.15 Delivery
The Contract shall include delivery to the Customer, F.O.B. destination freight prepaid. Delivery
shall be within thirty calendar days after receipt of order for standard "in-stock" equipment and
within ninety calendar after receipt of special orders. The Contractor shall notify the Customer
at least seventy-two hours in advance of delivery for equipment. The Contractor shall be
responsible for any damage to buildings or individuals as a result of delivery and installation.
The Contractor shall notify the Customer of any potential delivery delays within five business
days after receiving a purchase order. Evidence of inability to deliver within required times or of
intentional delays shall be cause for Contract cancellation and/or Contractor suspension.
1.2.16 Installation
Contract prices for the purchase or lease of new equipment shall include full installation, making
equipment ready for use, and removal of all packaging debris. Installation shall include the
manufacturer's start-up supplies required for the machine to be fully operational including but
not limited to ink, sealant and labels.
1.2.17 Training
Contract prices for the purchase or lease of new equipment shall include on-site training for
Customers. The Contractor shall provide a minimum of four hours of on-site training for
standard equipment in order to adequately instruct Customers in the use of the equipment.
Training will be performed after installation and prior to actual operation and acceptance. If
requested by the Customer, the Contractor shall provide additional on-site training as needed.
Page 7 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
1.2.18 Certificate of Acceptance Form
Upon successful installation of equipment and the minimum on-site training for Customers, the
Contractor shall provide a certificate of acceptance form to the Customer. The serial number of
the main base unit will be the primary serial number used to identify mail processing equipment.
1.2.19 Equipment Manual
Each machine purchased or leased shall come with one user manual unless the manual is
available on the Contractor's or Manufacturer's website. If the manual is available on the
Contractor's or Manufacturer's website, the Contractor will direct the requesting Customer to the
specific website location. The manual is to include operating instructions, safety precautions
and proper preventative and remedial maintenance for the equipment.
1.2.20 Punch-Out Catalog and Electronic Invoicing
The Contractor may provide an MFMP punch-out catalog. The punch-out catalog provides an
alternative mechanism for suppliers to offer the State of Florida access to products awarded
under the Contract. The punch-out catalog also allows for direct communication between the
MFMP eProcurement System and a supplier's ERP system, which can reflect real-time product
inventory/availability information.
Through utilization of the punch-out catalog model, a Florida buyer will "punch out" to a
supplier's website. Using the search tools on the supplier's Florida punch-out catalog site, the
user selects the desired products and services. When complete, the user exits the supplier's
punch-out catalog site and the shopping cart (full of products and services) is "brought back" to
MFMP. No orders are sent to a supplier when the user exits the supplier's punch-out catalog
site. Instead, the chosen products and services are "brought back" to MFMP as Contract line
items. The user can then proceed through the normal workflow steps, which may include
adding/editing the items to a requisition or a purchase order. An order is not submitted to a
supplier until the buyer actually adds the line items to a requisition and the purchase order is
approved and sent to the supplier.
At the State's option, the Contractor may be required to invoice electronically pursuant to
guidelines of the Department of Management Services. Electronic invoices may be required to
be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as
listed below. Contractors may select the method that best meets their capabilities from the
following list:
• cXML (commerce eXtensible Markup Language)
This standard establishes the data contents required for invoicing via cXML within the
context of an electronic environment. This transaction set can be used for invoicing via
the ASN for catalog and non-catalog products and services. The cXML format is the
Ariba preferred method for elnvoicing.
• EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for use
within the context of an Electronic Data Interchange (EDI) environment. This transaction
set can be used for invoicing via the ASN for catalog and non-catalog products and
services.
Page 8 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
• PO Flip via ASN
The online process allows suppliers to submit invoices via the ASN for catalog and non-
catalog products and services. Suppliers have the ability to create an invoice directly
from their Inbox in their ASN account by simply "flipping" the PO into an invoice. This
option does not require any special software or technical capabilities.
For the purposes of this section, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the state and the third party provider of MFMP, a state
Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display
within the system the information outlined above. In addition, the Contractor warrants and
represents that it is authorized and empowered to and hereby grants the State and the third
party provider the right and license to reproduce and display within the system the Contractor's
trademarks, system marks, logos, trade dress, or other branding designation that identifies the
products made available by the Contractor under the Contract.
The Contractor will work with the MFMP management team to obtain specific requirements for
the punch-out catalog and electronic invoicing.
1.2.21 Contract Reporting
The Contractor shall report information on orders received from state agencies and OEUs
associated with this contract.
The Contractor shall submit reports in accordance with the following schedule:
Report Period Covered Due date (s)
MFMP Transaction Report Calendar month 10 business
days after close
of the period
Contract Quarterly Sales State Fiscal Quarter 15 business
Report days after close
of the period
Savings / Price Reductions Required whenever prices 10 business
are established adjusted days after each
action that
adjusts prices
Diversity Report State Fiscal Year 10 business
[submitted to the Customer days after close
(ordering entity)] of the period
Preferred Pricing Affidavit Annual Contract
anniversary date
Proof of Insurance Annual Upon policy
renewal.
Page 9 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
1.2.211.1 MFMP Transaction Fee Reports
The Contractor is required to submit monthly Transaction Fee Reports in electronic format.
Reports are due ten (10) working days after the end of the reporting period. For information on
how to submit Transaction Fee Reports online, please reference the detailed fee reporting
instructions and Bidder training presentations available online at the Transaction Fee Reporting
and Bidder Training subsections under Bidders on the MFMP website: MFMP Transaction Fee
and Reporting. Assistance is also available with the Transaction Fee Reporting System from the
MFMP Customer Service Desk by email at N.,k ,kl !r � k iin..g.. ;?.! ... : ..::. .., orrm
telephone 866-FLA-EPRO (866-352-3776) between the hours of 8:00 AM to 5:30 PM Eastern
Time.
1.2.21.2 Contract Quarterly Sales Report (Attachment K)
The Contractor agrees to submit a Quarterly Sales Report (Attachment K) to the DMS Contract
Manager within fifteen working business days after the close of each State Fiscal quarter
(September 30, December 31, March 31, and June 30).
Quarterly Reporting periods should coincide with the contract term and should begin the quarter
following contract execution. Reports must be submitted in MS Excel format. The report will
include all sales (orders) from State Agency and Other Eligible Users received (associated with
this contract) during the period. Initiation and submission of the Quarterly Report is the
responsibility of the Contractor without prompting or notification from the DMS Contract
Manager. If no orders are received during the period, the contractor must submit a report stating
that there was no activity. If the Contractor fails to submit two consecutive quarterly sales
reports, the Contract may be terminated for convenience or the Department may choose to not
renew the Contract.
In addition, the Department may require additional Contract sales information such as copies of
purchase orders, or ad hoc sales reports. The Contractor shall submit these specific ad hoc
requests within the specified amount of time as requested by the Department.
1.2.21.3 Diversity Reporting
The State of Florida is committed to supporting its diverse business industry and population
through ensuring participation by minority, women, and veteran owned business enterprises in
the economic life of the State. The State of Florida Mentor Protege Program connects minority-,
women-, and veteran business enterprises with private corporations for business development
mentoring. We strongly encourage firms doing business with the State of Florida to consider this
initiative. For more information on the Mentor Protege Program, please contact the Office of
Supplier Diversity at (850) 487-0915 or email: o.sdhej1. !rm„ irm„�„r 11 !rii !rm„.
The Contractor shall report to each Customer (ordering entity)„ spend with certified and other
minority business enterprises. These reports shall include the period covered, the name,
minority code and Federal Employer Identification Number of each minority business utilized
during the period, Commodities and services provided by the minority business enterprise, and
the amount paid to each minority business on behalf of each purchasing agency ordering under
the terms of this Contract.
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1.2.21.4 Preferred Pricing Affidavit (Attachment J)
The Contractor is required and agrees to complete and submit the completed Preferred Pricing
Affidavit to the Department at least annually, attesting that the Contractor is in compliance with
the best pricing provision section of the General Contract Conditions.
1.2.21.5 Ad-hoc Reports
The Contractor is required to submit ad hoc reports within the specified amount of time as
requested by the Department.
1.2.22 Business Review Meetings
In order to maintain the partnership between the Department and the Contractor, each quarter
the Department may request a business review meeting. The business review meeting may
include, but is not limited to, the following:
• Successful completion of deliverables
• Review of Contractor's performance
• Review of minimum required reports
• Addressing of any elevated Customer issues
• Review of continuous improvement ideas that may help lower total costs and/or improve
business efficiencies.
1.2.23 Financial Consequences
Failure to provide service to all specified areas within the required service response time will
result in the following Financial Consequences:
First Second
Third Financial
Type Requirement Financial Financial
Consequence Consequence Consequence
Onsite within 4
business hours
Service call for in urban $100 $250 $500
repair counties and 8
business hours
in rural counties
Equipment not 10 business
picked up days after lease $100 $200 $300
expiration
Machine
replacement with
3 business
new or loaner Days $250 per day $500 per day $1000 per day
equipment if repair
is not available
Page 11 of 74
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The Department and Customers reserve the right to withhold payment or implement other
appropriate remedies, such as Contract termination or non-renewal, when the Contractor has
failed to perform/comply with the provisions of the Contract.
1.2.24 Lease Agreements
The Customer may enter into a lease agreement by the issuance of an order. Customers are
not required to sign the Contractor's lease agreement form. In the event an additional
agreement is signed by a Customer in error, it will be considered void and non-binding to the
Customer. Prior to entering into a lease in excess of the annual Category Two threshold, state
agencies must submit a completed "Checklist for Requesting Department of Financial Services
Sec..!on 28..�.C.053 I���.S.)" to the Department of Financial
Approval to Lease Equipment (ref, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,, ,,,,,,,,,,,,,
Services for preapproval. This form is located at:
hr� //u vrrvrr.in°� tll2!rlicla fo.coin°i/aaclliir/statewk icle financial r�;k�oirtin /;aline,. uli yin°��;kn�ll�;kasfk h�;k lkllistjo
...................................................................... .....................................................................................................................................................................................................................................................................................................................................g.......................................q.............11.............................................................................................................................................................
C
State agencies shall review the Comptrollers latest memorandum addressing leases and
installment purchase of equipment when considering the leasing of equipment.
1.2.24.1 Available Lease Periods:
i. 3-Year Lease:
A thirty-six month consecutive equipment plan which shall expire at the end of the thirty-six
month period.
ii. 4-Year Lease:
A forty-eight month consecutive equipment plan which shall expire at the end of the forty-eight
month period.
iii. 5-Year Lease:
A sixty month consecutive equipment plan which shall expire at the end of the sixty month
period.
Lease agreements shall expire upon completion of the specified lease period and shall not be
automatically renewed. No termination notice shall be required by either party at the end of the
lease. All equipment shall be removed from the Customer's location within ten business days
after the expiration of the lease by the Contractor or the Contractor's representative. All
equipment removals shall be coordinated with Customer, and at no costs to the Customer.
The Customer is in no way liable or required to mail, freight or transport any equipment at the
end of the lease. It shall be the Contractor's responsibility to physically remove any and all
equipment from the Customer's location.
1.2.24.2 Renewal of Lease and Maintenance Agreements
Upon mutual agreement of the Customer and Contractor, a lease or separate maintenance
agreement may be extended or renewed during the term of the Contract. Any leases that are in
excess of$35,000 in annual total value will require Department of Financial Services approval
Page 12 of 74
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(state agencies only) prior to execution of a new lease agreement, as per Chapter
287.063(2)(a), Florida Statutes.
1.2.24.3 Purchase of Leased Equipment
Purchase of leased equipment by Customers is permitted under this Contract.
1.2.24.4 Lease Cancellation for Non-Performance
Lease agreements may be cancelled during the lease period for non-performance related
issues. If the Customer requests removal of leased equipment, the Contractor will cancel the
lease effective immediately with no additional payments due from the Customer. Equipment will
be removed from the Customer site within ten business days of such written notice at no cost to
the Customer.
1.2.24.5 Leased Equipment Risk of Loss or Damage
Upon acceptance of equipment, the Customer shall be responsible for ensuring all leased
equipment from the risk of loss or damage for the life of the lease.
1.2.25 Price Adjustments
Prices may be adjusted twice during the initial term and twice during the renewal term based on
the percent change (up or down) of the Producers Price Index (PPI). Price adjustments
correlate with the PPI Series ID PCU3333183333183A, Other Commercial and Service Industry
Machinery Manufacturers, Mailing, Letter handling, and addressing machines, except parts and
attachments as published by the Bureau of Labor Statistics, in the Department of Labor,
Washington, DC 20212. These reports are accessible at the following website:
i::.II .`..:// :.:.I .II. ..........v/d t /.
When requesting a price increase, the Contractor may submit a justification in writing to the
Contract Manager detailing the reasons for the price adjustment request and demonstrating the
calculable change in PPI that supports a price adjustment. The requested adjustment for a
price increase may not exceed the percentage change of the PPI the preceding twelve months
prior to the adjustment. The Department reserves the exclusive right to accept or reject any
request for a price adjustment. Price adjustments may be effective only upon written approval
by the Department and may not be applied retroactively.
The Department reserves the right to request price decreases at any time during the term of the
Contract if it's found to be in the best interest of the State.
1.2.26 Product Adjustments
Requested product adjustments must be approved by the Department and added to the contract
before being offered to Customers. The Contractor may submit new product adjustments for
approval on a quarterly basis on January 1, April 1, July 1, and October 1 of each calendar year.
The Contractor may submit existing product adjustments in accordance with the price
adjustments frequency as listed in section 1.2.25.
1.2.27 Survivability
Lease agreements and the terms of this Contract under which those lease agreements were
made during the term of the Contract will survive the term of the Contract through to the
completion of the term of the Lease.
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1.2.28 Environmental Considerations
The State supports and encourages initiatives to protect and preserve our environment. The
Contractor shall have a plan to support the procurement of products and materials with recycled
content, and the intent of Section 287.045, Florida Statutes. The Contractor shall also provide a
plan for reduction and / or handling of any hazardous waste generated by the Contractor's
company. Reference Rule 62-730.160, Florida Administrative Code. It is a requirement of the
Florida Department of Environmental Protection that a generator of hazardous waste materials
that exceeds a certain threshold have a valid and current Hazardous Waste Generator
Identification Number. This identification number shall be provided as part of the Contractor's
explanation of its company's hazardous waste plan and shall explain in detail its handling and
disposal of this waste.
In its plan, the Contractor shall describe what efforts the Contractor's company will take to
encourage the participation and support of these and other environmental programs and reduce
the impact of purchasing mail processing equipment in the State of Florida. If applicable, the
Contractor shall include its plans for utilizing reusable totes for delivery, reduced packaging
programs, use of alternative fuel or higher fuel efficient delivery vehicles, programs to reduce
vehicle miles through order consolidations/ incentives, user education programs for more
environmental friendly products and product take-back programs.
1.2.29 Location and Moving of Leased Equipment
The Customer shall notify the Contractor any time leased equipment is relocated to another
location. Relocation of leased equipment within the same building shall be performed by the
Contractor at no charge. Relocation of leased equipment within the same complex shall be done
at no charge unless equipment must be moved by vehicle to another building and then a
standard industry charge is allowed.
1.2.30 Option to Purchase
The option to purchase instead of leasing equipment is permitted under with this Contract.
Postage meters may only be rented.
1.2.31 Optional Related Accessories and Supplies
The Customer may purchase equipment without optional related accessories, or may choose to
purchase any individual or combination of machines, accessories, supplies or software offered
on the non-core price sheet under the terms of this Contract.
1.2.32 Other Fees and Charges
Additional fees including but not limited to, property taxes, delivery charges, pick-up charges,
fuel surcharges, interest fees, late payment fees (if paid within thirty days of the invoice date), or
removal charges are not permitted under this Contract.
Remainder of this page is left intentionally blank
Page 14 of 74
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EXHIBIT A
GENERAL CONTRACT CONDITIONS
Table of Contents
SECTION 1. DEFINITIONS.---------------------------------'15
SECTION 2. CONTRACT TERM AND TERMINATION.
-------------------'15
SECTION 3. PAYMENT AND FEES.
-----------------------------10
SECTION 4. CONTRACT MANAGEMENT.
-------------------------'18
SECTION 5. COMPLIANCE WITH LAWS.
--------------------------.2O
SECTION 6. MISCELLANEOUS.
-------------------------------21
SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURAN
INDEMNIFICATION
--------------------------------------23
SECTION 8. PUBLIC RECORDS, RADE SECRETS, DOC MENT MANAGEMENT AND
INTELLECTUAL PROPERTY.
--------------------------------'24
SECTION 9. DATA SECURITY AND SERVICES.
----------------------.20
SECTION 10. GRATUITIES AND LOBBYING.
------------------------28
SECTION 11. CONTRACT MONITORING.
-------------------------'28
SECTION 12. CONTRACT AUDITS.
-----------------------------3Q
SECTION 13. BACKGROUND SCREENING AND SECURITY.
---------------.3Q
These General Contract Conditions supersede and replace in their entirety all General
Contract Conditions, Form PUR 1000' which is incorporated by reference in Rule 60A-
1.002' Florida Administrative Code (F.A.C.)
SECTION 1. DEFINITIONS.
The following definition applies in addition to the definitions in Chapter 287, Florida Statutes, (F.S.)
and Rule Chapter 00A-1. F.A.C.:
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the dab* set forth in the Contract oronthe date the Contract
is signed by all Parties, whichever is later.
Page 15of74
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2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract, and in accordance with section
287.057(13), F.S., and Rule 60A-1.048, F.A.C.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. A
Customer may, at its sole discretion, suspend a resulting contract or purchase order, at
any time,when in the best interest of the Customer to do so. The Department or Customer
will provide the Contractor written notice outlining the particulars of suspension. Examples
of the reason for suspension include, but are not limited to, budgetary constraints,
declaration of emergency, or other such circumstances. After receiving a suspension
notice, the Contractor must comply with the notice and will cease the activities associated
with any resulting contract or purchase order. Within 90 days, or any longer period agreed
to by the Contractor, the Department or Customer will either (1) issue a notice authorizing
resumption of work, at which time activity will resume, or (2) terminate the Contract or a
resulting contract or purchase order. Suspension of work will not entitle the Contractor to
any additional compensation.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for which
costs can be substantiated. Such payment, however, may not exceed an amount which
is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the Department determines that the performance of the Contractor is not satisfactory,
the Department may, at its sole discretion, (a) immediately terminate the Contract, (b)
notify the Contractor of the deficiency with a requirement that the deficiency be corrected
within a specified time, otherwise the Contract will terminate at the end of such time, or (c)
take other action deemed appropriate by the Department.
SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
(a) Quantity Discounts. Contractor may offer additional discounts for one-time delivery of
large single orders.
Page 16 of 74
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(b) Preferred Pricing. Consistent with the goals of section 216.0113, F.S., Contractor
acknowledges and recognizes that the Department wants to take advantage of any
improvements in pricing over the course of the Contract period. To that end, the pricing
indicated in this Contract is a maximum guarantee under the terms of this clause.
Contractor's pricing will not exceed, on an aggregate basis, the pricing offered under
comparable contracts for public entities. Comparable contracts are those which are
similar in size, scope and terms. The Contractor shall submit to the Department a
completed Preferred Pricing affidavit form annually.
(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term
due to a change in market conditions, a Contractor may conduct sales promotions
involving price reductions for a specified lesser period. A Contractor must submit
documentation identifying the proposed (1) starting and ending dates of the promotion, (2)
commodities or contractual services involved, and (3) promotional prices compared to
then-authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of properly certified invoices to the Customer
after delivery and acceptance of commodities or contractual services is confirmed by the
Customer. Invoices must contain detail sufficient for an audit and contain the Contract
Number and the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract. The Contractor must provide commodities or contractual
services pursuant to purchase orders. The purchase order period of performance survives
the expiration of the Contract. The duration of purchase orders must not exceed the
expiration of the Contract by more than 12 months.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer
in writing, and may be reimbursed only in accordance with section 112.061, F.S.
3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), Florida Statutes. All payments issued by Customers to registered Vendors
for purchases of commodities or contractual services will be assessed Transaction Fees
as prescribed by rule 60A-1.031, Florida Administrative Code, or as may otherwise be
established by law. Vendors must pay the Transaction Fees and agree to automatic
deduction of the Transaction Fees, when automatic deduction becomes available.
Page 17 of 74
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Vendors will submit any monthly reports required pursuant to the rule. All such reports and
payments will be subject to audit. Failure to comply with the payment of the Transaction
Fees or reporting of transactions will constitute grounds for declaring the Vendor in default
and subject the Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
The State of Florida is not required to pay any taxes, including customs and tariffs, on
commodities or contractual services purchased under the Contract.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor by the
Department or Customer. The Contractor must return any overpayment within 40
calendar days after either discovery by the Contractor, its independent auditor, or
notification by the Department or Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
within the manner and at the location specified in the Contract and any attachments to the
Contract. Additionally, the terms of the Contract supersede the terms of any and all prior
or contemporaneous agreements between the Parties.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager by certified mail, return receipt requested, by reputable air courier service, email,
or by personal delivery, or as otherwise identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, is primarily responsible for the Department's
oversight of the Contract. In the event that the Department changes the Contract Manager,
the Department will notify the Contractor. Such a change does not require an amendment
to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager is primarily responsible for the Contractor's oversight
of the Contract performance. In the event that the Contractor changes its Contract
Manager, the Contractor will notify the Department. Such a change does not require an
amendment to the Contract.
4.5.1 Diversity Reporting.
The State of Florida supports its diverse business community by creating opportunities for
woman-, veteran-, and minority-owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority-owned small business enterprises, and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdheIp dms.myflorida.com.
Page 18 of 74
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Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered, the
name and Federal Employer Identification Number of each business enterprise utilized
during the period, commodities and contractual services provided by the business
enterprise, and the amount paid to the business enterprise on behalf of each Customer
purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in Section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA
STATUTES;AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR
OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS
CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY
INSOFAR AS DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE
CONCERNED.
Additional information about the designated nonprofit agency and the commodities or
contractual services it offers is available at htt ://www.res�ectofflorida.org.
4.7 PRIDE.
Subject to the agency determination provided for in Sections 946.515 and 287.042(1),
F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH
ARE THE SUBJECT OF, OR REQUIRED TO CARRY OUT,THIS CONTRACT SHALL
BE PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946,
F.S., IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH
IN SECTION 946.515(2)AND (4), F.S.;AND FOR PURPOSES OF THIS CONTRACT
THE PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE
PROVISIONS OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED
FOR THIS AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE
CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers
is available at htt ://www.�ride-enter�rises.or .
Page 19 of 74
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SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of federal,
state, and local agencies having jurisdiction and authority. For example, the Contractor
must comply with Section 274A of the Immigration and Nationality Act, the Americans with
Disabilities Act, Health Insurance Portability and Accountability Act, and all prohibitions
against discrimination on the basis of race, religion, sex, creed, national origin, handicap,
marital status, or veteran's status.
Pursuant to subsection 287.058(1), F.S., the provisions of subparagraphs 287.058(1)(a)-
(c), F.S., are hereby incorporated by reference, to the extent applicable.
5.2 Governing Law and Venue.
The laws of the State of Florida govern the Contract. The Parties submit to the jurisdiction
of the courts of the State of Florida exclusively for any legal action related to the Contract.
Further, the Contractor hereby waives any and all privileges and rights relating to venue it
may have under Chapter 47, F.S., and any and all such venue privileges and rights it may
have under any other statute, rule, or case law, including, but not limited to those based
on convenience. The Contractor hereby submits to venue in the county chosen by the
Department.
5.3 Department of State Registration.
The Contractor and any subcontractors that assert corporate status must provide the
Department with conclusive evidence, per section 607.0127, F.S., of a certificate of status,
not subject to qualification, if a Florida business entity, or of a certificate of authorization if
a foreign business entity and maintain such status or authorization through the life of the
Contract and any resulting contract or purchase order.
5.4 Convicted and Discriminatory Vendor Lists.
In accordance with sections 287.133 and 287.134, F.S., an entity or affiliate who is on the
Convicted Vendor List or the Discriminatory Vendor List may not perform work as a
contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must
notify the Department if it or any of its suppliers, subcontractors or consultants have been
placed on the Convicted Vendor List or the Discriminatory Vendor List during the term of
the Contract.
5.5 Contractor Certification.
If the Contract exceeds $1,000,000.00 in total, not including renewal years, Contractor
certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,
or the Scrutinized Companies that Boycott Israel List created pursuant to sections
215.473, F.S. and 215.4725 F.S, respectively. Pursuant to section 287.135(5), F.S., and
287.135(3), F.S., Contractor agrees the Department may immediately terminate the
Contract for cause if the Contractor is found to have submitted a false certification or if
Contractor is placed on the Scrutinized Companies with Activities in Sudan List, the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
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Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel during
the term of the Contract.
5.6 Cooperation with Inspector General.
Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the
Contractor, understand and will comply with their duty to cooperate with the Inspector
General in any investigation, audit, inspection, review, or hearing. Upon request of the
Inspector General or any other authorized State official, the Contractor must provide any
type of information the Inspector General deems relevant to the Contractor's integrity or
responsibility. Such information may include, but will not be limited to, the Contractor's
business or financial records, documents, or files of any type or form that refer to or relate
to the Contract. The Contractor will retain such records for five years after the expiration
of the Contract, or the period required by the General Records Schedules maintained by
the Florida Department of State (available at: htt ://dos.myflorida.com/library®
archives/records-manage�eneral-records®schedules/), whichever is longer. The
Contractor agrees to reimburse the State of Florida for the reasonable costs of
investigation incurred by the Inspector General or other authorized State of Florida official
for investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include, but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees.
5.7 Inspection.
Section 215.422, F.S., provides that agencies have five working days to inspect and
approve commodities or contractual services. Items may be tested for compliance with
specifications. Items delivered not conforming to specifications may be rejected and
returned at the Contractor's expense.
SECTION 6. MISCELLANEOUS.
6.1 Notice of Legal Actions.
The Contractor must notify the Department of any legal actions filed against it for a
violation of any laws, rules, codes, ordinances or licensing requirements within 30 days of
the action being filed. The Contractor must notify the Department of any legal actions filed
against it for a breach of a contract of similar size and scope to this Contract within 30
days of the action being filed. Failure to notify the Department of a legal action within 30
days of the action will be grounds for termination for cause of the Contract.
6.2 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory completion
of all subcontracted work. The Department supports diversity in its procurements and
contracts, and requests that Contractor offer subcontracting opportunities to certified
woman-, veteran-, and minority-owned small businesses. The Contractor may contact the
OSD at osdhelpdms.myflorida.com for information on certified small business
enterprises available for subcontracting opportunities.
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6.3 Assignment.
The Contractor will not sell, assign or transfer any of its rights, duties or obligations under
the Contract without the prior written consent of the Department. In the event of any
assignment, the Contractor remains secondarily liable for performance of the Contract.
The Department may assign the Contract to another state agency.
6.4 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are not
employees or agents of the Department and are not entitled to the benefits of State of
Florida employees. The Department will not be bound by any acts or conduct of the
Contractor or its employees, agents, representatives, or subcontractors. The Contractor
agrees to include this provision in all of its subcontracts under the Contract.
6.5 Risk of Loss.
Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor
will be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible damage
on all copies of the delivering carrier's Bill of Lading; report damages to the carrier and the
Contractor; and provide the Contractor with a copy of the carrier's Bill of Lading and
damage inspection report. When a Customer or the Department rejects a commodity,
Contractor will remove the commodity from the premises within 10 days after notification
of rejection, and the risk of loss will remain with the Contractor. Commodities not removed
by the Contractor within 10 days will be deemed abandoned by the Contractor and the
Customer or the Department will have the right to dispose of it as its own property.
Contractor will reimburse the Customer or the Department for costs and expenses
incurred in storing or effecting removal or disposition of rejected commodities.
6.6 Safety Standards. All manufactured items and fabricated assemblies subject to
operation under pressure, operation by connection to an electric source, or operation
involving connection to a manufactured, natural, or LP gas source shall be constructed
and approved in a manner acceptable to the appropriate State of Florida inspector.
Acceptability customarily requires, at a minimum, an identification marking of the
appropriate safety standard organization, where such approvals of listings have been
established for the type of device offered and furnished, for example: the American
Society of Mechanical Engineers for pressure vessels; the Underwriters Laboratories, and
National Electrical Manufacturers' Association for electrically operated assemblies; and
the American Gas Association for gas-operated assemblies. In addition, all items
furnished must meet all applicable requirements of the Occupational Safety and Health
Act and State of Florida and federal requirements relating to clean air and water.
6.7 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial Services.
The duties of this office are found in section 215.422, F.S., which include disseminating
information relative to prompt payment and assisting contractors in receiving their
payments in a timely manner from a Customer. The Vendor Ombudsman may be
contacted at (850) 413-5516.
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6.8 Time is of the Essence.
Time is of the essence regarding each and every obligation of the Contractor. Each
obligation is deemed material, and a breach of any such obligation (including a breach
resulting from untimely performance) is a material breach.
6.9 Waiver.
The delay or failure by the Department or Customer to exercise or enforce any rights under
the Contract will not constitute waiver of such rights.
6.10 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
SECTION 7. WORKERS' COMPENSATION AND GENERAL LIABILITY INSURANCE, AND
INDEMNIFICATION
7.1 Workers' Compensation Insurance.
To the extent required by law, the Contractor must be self-insured against, or must secure
and maintain during the life of the contract, Worker's Compensation Insurance for all its
employees connected with the work of this project, and in case any work is subcontracted,
the Contractor must require the subcontractor similarly to provide Worker's Compensation
Insurance for all of the latter's employees unless such employees engaged in work under
the resulting contract are covered by the Contractor's insurance program. Self-insurance
or insurance coverage must comply with the Florida Worker's Compensation law. In the
event hazardous work is being performed by the Contractor under the resulting contract
or purchase order and any class of employees performing the hazardous work is not
protected under Worker's Compensation statutes, the Contractor must provide, and cause
each subcontractor to provide adequate insurance satisfactory to the Department for the
protection of employees not otherwise protected.
7.2 General Liability Insurance
The Contractor must secure and maintain Commercial General Liability Insurance
including bodily injury, property damage, product-liability, personal &advertising injury and
completed operations. This insurance must provide coverage for all claims that may arise
from the services, and operations completed under the Contract and any resulting contract
or purchase order, whether such services or operations are by the Contractor or anyone
directly or indirectly employed by them. Such insurance must include a Hold Harmless
Agreement in favor of the State of Florida and also include the State of Florida as an
Additional Insured for the entire length of the Contract and any resulting contract or
purchase order. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the Contract and any resulting contract or purchase order.
All insurance policies must be with insurers licensed or eligible to transact business in the
State of Florida. The Contractor's current certificate of insurance must contain a provision
that the insurance must not be canceled for any reason except after thirty(30) days written
notice to the Department's Contract Manager.
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The Contractors must submit insurance certificates evidencing such insurance coverage
prior to execution of a contract with the Department.
The Contractor must require its insurance carrier to add the Department to the insurance
policies as an additional insured, as provided below:
Florida Department of Management Services
c/o Division of State Purchasing
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
7.3 Indemnification.
The Contractor agrees to indemnify, defend, and hold the Department, Customer, the
State of Florida, its officers, employees and agents harmless from all fines, claims,
assessments, suits, judgments, or damages, including consequential, special, indirect,
and punitive damages, including court costs and attorney's fees, arising from or relating
to violation or infringement of a trademark, copyright, patent, trade secret or intellectual
property right or out of any acts, actions, breaches, neglect or omissions of the Contractor,
its employees, agents, subcontractors, assignees or delegates related to the Contract, as
well as for any determination arising out of or related to the Contract that the Contractor
or Contractor's employees, agents, subcontractors, assignees or delegates are not
independent contractors in relation to the Department. The Contract does not constitute a
waiver of sovereign immunity or consent by the Department or the State of Florida or its
subdivisions to suit by third parties.
Without limiting this indemnification, the Department or Customer may provide the
Contractor (1) written notice of any action or threatened action, (2) the opportunity to take
over and settle or defend any such action at Contractor's sole expense, and (3) assistance
in defending the action at Contractor's sole expense.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT AND
INTELLECTUAL PROPERTY.
8.1 Public Records.
The Department may unilaterally cancel this Contract for refusal by the Contractor to
comply with this section by not allowing public access to all documents, papers, letters or
other material made or received by the Contractor in conjunction with the Contract, unless
the records are exempt from section 24(a) of Article I of the State Constitution and section
119.07(1), F.S.
Solely for the purposes of this section the contract manager is the agency custodian of
public records, unless another is designated per (e), below.
If, under a resulting contract or purchase order, the Contractor is providing services and
is acting on behalf of a public agency, as provided by section 119.0701, Florida Statutes.
The Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service;
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(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within reasonable time and at a cost that does not exceed the cost provided in Chapter
119, Florida Statutes, or as otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
contract term and following the completion of the contract if the contractor does not
transfer the records to the public agency;
(d) Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the contractor transfers all public records to
the public agency upon completion of the contract, the contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and maintains public records upon
completion of the contract, the contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency; and
(e) IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE
TELEPHONE NUMBER, EMAIL ADDRESS AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
8.2 Protection of Trade Secrets or Confidential Information.
If the Contractor considers any portion of materials made or received in the course of
performing the Contract ("contract-related materials") to be trade secret under section
812.081, F.S., or otherwise confidential under Florida or federal law, the Contractor must
clearly designate that portion of the materials as "confidential" when submitted to the
Department.
If the Department receives a public records request for contract-related materials
designated by the Contractor as "confidential," the Department will provide only the
portions of the contract-related materials not designated as "confidential." If the requester
asserts a right to examine contract-related materials designated as "confidential," the
Department will notify the Contractor. The Contractor will be responsible for responding
to and resolving all claims for access to contract-related materials it has designated
"confidential."
If the Department is served with a request for discovery of contract-related materials
designated "confidential," the Department will promptly notify the Contractor about the
request. The Contractor will be responsible for filing the appropriate motion or objection
in response to the request for discovery. The Department will provide materials
designated "confidential" only if the Contractor fails to take appropriate action, within
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timeframes established by statute and court rule, to protect the materials designated as
"confidential" from disclosure.
The Contractor will protect, defend, and indemnify the Department for claims, costs, fines,
and attorney's fees arising from or relating to its designation of contract-related materials
as "confidential."
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers and documents that were
made in relation to this Contract. Contractor must retain all documents related to the
Contract for five years after expiration of the Contract, or, if longer, the period required by
the General Records Schedules maintained by the Florida Department of State available
at http://dos.myflorida.com/library-archives/records-management/general®records®
schedules/.
8.4 Intellectual Property.
Unless specifically addressed in the Contract, intellectual property rights to all property
created or otherwise developed by the Contractor for the Department will be owned by the
State of Florida through the Department at the completion of the Contract.
Any inventions or discoveries developed in the course of or as a result of services
performed under the Contract which are patentable pursuant to 35 U.S.C. §101 are the
sole property of the state of Florida. Contractor must inform the Department of any
inventions or discoveries developed or made in connection with the Contract and will be
referred to the Florida Department of State for a determination on whether patent
protection will be sought for the invention or discovery. The State of Florida will be the
sole owner of any and all patents resulting from any invention or discovery made in
connection with this contract.
Contractor must notify the Department of State of any publications, artwork, or other
copyrightable works developed in connection with the Contract. All copyrights created or
developed in connection with the Contract are the sole property of the State of Florida.
SECTION 9. DATA SECURITY AND SERVICES.
9.1 Duty to Provide Secure Data.
The Contractor will maintain the security of State of Florida Data including, but not limited
to, a secure area around any display of such Data or Data that is otherwise visible. The
Contractor will also comply with all HIPAA requirements and any other state and federal
rules and regulations regarding security of information.
9.2 Warranty of Security.
Unless otherwise agreed in writing, the Contractor and its subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow any
State of Florida Data to be sent by any medium, transmitted or accessed outside of the
United States.
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Notwithstanding any provision of this Contract to the contrary, the Contractor must notify
the Department as soon as possible, in accordance with the requirements of section
501.171, F.S., and in all events within one (1) business day in the event Contractor
discovers any Data is breached, any unauthorized access of Data occurs (even by
persons or companies with authorized access for other purposes), any unauthorized
transmission of Data or any credible allegation or suspicion of a material violation of the
above. This notification is required whether the event affects one agency/customer or the
entire population. The notification must be clear and conspicuous and include a
description of the following:
(a) The incident in general terms.
(b) The type of information that was subject to the unauthorized access and acquisition.
(c) The type and number of entities who were, or potentially have been affected by the
breach.
(d) The actions taken by the Contractor to protect the Data from further unauthorized
access. However, the description of those actions in the written notice may be general so
as not to further increase the risk or severity of the breach.
9.3 Remedial Measures.
Upon becoming aware of an alleged security breach, Contractor's Contract Manager must
set up a conference call with the Department's Contract Manager. The conference call
invitation must contain a brief description of the nature of the event. When possible, a 30
minute notice will be given to allow Department personnel to be available for the call. If
the designated time is not practical for the Department, an alternate time for the call will
be scheduled. All available information must be shared on the call. The Contractor must
answer all questions based on the information known at that time and answer additional
questions as additional information becomes known. The Contractor must provide the
Department with final documentation of the incident including all actions that took place.
If the Contractor becomes aware of a security breach or security incident outside of normal
business hours, the Contractor must notify the Department's Contract Manager and in all
events, within one business day.
9.4 Indemnification (Breach of Warranty of Security).
The Contractor agrees to defend, indemnify and hold harmless the Department,
Customer, the State of Florida, its officers, directors and employees for any claims, suits
or proceedings related to a breach of the Warranty of Security. The Contractor will include
credit monitoring services at its own cost for those individuals affected or potentially
affected by a breach of this warranty for a two year period of time following the breach.
9.5 Annual Certification.
The Contractor is required to submit an annual certification demonstrating compliance with
the Warranty of Security to the Department by December 31 of each Contract year.
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SECTION 10. GRATUITIES AND LOBBYING.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly(1) offer, give,
or agree to give anything of value to anyone as consideration for any State of Florida
officer or employee's decision, opinion, recommendation, vote, other exercise of
discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to anyone
anything of value for the benefit of, or at the direction or request of, any State of Florida
officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not for the
purpose of lobbying the Legislature, the judicial branch, or the Department. Pursuant to
subsection 287.058(6), F.S., the Contract does not prohibit the Contractor from lobbying
the executive or legislative branch concerning the scope of services, performance, term,
or compensation regarding the Contract, after the Contract execution and during the
Contract's term.
SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Statement of Work and attachments to the Contract. The Department and the Customer
will be entitled at all times, upon request, to be advised as to the status of work being done
by the Contractor and of the details thereof. Coordination must be maintained by the
Contractor with representatives of the Customer, the Department, or of other agencies
involved in the Contract on behalf of the Department.
11.2 Performance Deficiency.
The Department or Customer may, in its sole discretion, notify the Contractor of the
deficiency to be corrected, which correction must be made within a time-frame specified
by the Department or Customer. The Contractor must provide the Department or
Customer with a corrective action plan describing how the Contractor will address all
issues of contract non-performance, unacceptable performance, and failure to meet the
minimum performance levels, deliverable deficiencies, or contract non-compliance.
11.3 Financial Consequences of Non-Performance.
If the corrective action plan is unacceptable to the Department or Customer, or fails to
remedy the performance deficiencies, the Contractor will be assessed a non-performance
retainage equivalent to 10% of the total invoice amount or as specified in the Contract.
The retainage will be applied to the invoice for the then-current billing period. The
retainage will be withheld until the Contractor resolves the deficiency. If the deficiency is
subsequently resolved, the Contractor may invoice the Customer for the retained amount
during the next billing period. If the Contractor is unable to resolve the deficiency, the
funds retained will be forfeited.
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11.4 Liquidated Damages.
The Contractor will promptly notify the Department or Customer upon becoming aware of
any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or Customer of the steps the Contractor is
taking or will take to do so, and the projected actual completion (or delivery) time. If the
Contractor believes a delay in performance by the Department or Customer has caused
or will cause the Contractor to be unable to perform its obligations on time, the Contractor
will promptly so notify the Department or Customer and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department or Customer's
delay.
The Contractor acknowledges that untimely performance or other material noncompliance
will damage the Department or Customer, but by their nature such damages may be
difficult to ascertain. Accordingly, any liquidated damages provisions stated in the
solicitation will apply to this Contract. Liquidated damages are not intended to be a penalty
and are solely intended to compensate for damages.
11.5 Force Majeure, Notice of Delay, and No Damages for Delay.
The Contractor will not be responsible for delay resulting from its failure to perform if
neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay and the delay is due directly to acts of God, wars, acts of public
enemies, strikes, fires, floods, or other similar cause wholly beyond the Contractor's
control, or for any of the foregoing that affect subcontractors or suppliers if no alternate
source of supply is available to the Contractor. In case of any delay the Contractor
believes is excusable, the Contractor will notify the Department or Customer in writing of
the delay or potential delay and describe the cause of the delay either (1) within 10 days
after the cause that creates or will create the delay first arose, if the Contractor could
reasonably foresee that a delay could occur as a result, or (2) if delay is not reasonably
foreseeable, within five days after the date the Contractor first had reason to believe that
a delay could result. The foregoing will constitute the Contractor's sole remedy or excuse
with respect to delay. Providing notice in strict accordance with this paragraph is a
condition precedent to such remedy. No claim for damages will be asserted by the
Contractor. The Contractor will not be entitled to an increase in the Contract price or
payment of any kind from the Department or Customer for direct, indirect, consequential,
impact or other costs, expenses or damages, including but not limited to costs of
acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance
from any cause whatsoever. If performance is suspended or delayed, in whole or in part,
due to any of the causes described in this paragraph, after the causes have ceased to
exist the Contractor will perform at no increased cost, unless the Department or Customer
determines, in its sole discretion, that the delay will significantly impair the value of the
Contract to the State of Florida or to Customers, in which case the Department or
Customer may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers with respect to
commodities or contractual services subjected to allocation, or (2) purchase from other
sources (without recourse to and by the Contractor for the related costs and expenses) to
replace all or part of the commodity or contractual services that are the subject of the
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delay, which purchases may be deducted from the Contract quantity, or (3) terminate the
Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct, or cause to have conducted, either or both performance
and compliance audits of the Contractor and subcontractors as determined by the
Department. The Department may conduct an audit and review all the Contractor's and
subcontractor's data and records that directly relate to the Contract. To the extent
necessary to verify the Contractor's claims for payment under the Contract, the
Contractor's agreements or contracts with subcontractors, partners or agents of the
Contractor, pertaining to this Contract, may be inspected by the Department upon 15 days'
notice, during normal working hours and in accordance with the Contractor's facility
access procedures where facility access is required. Release statements from its
subcontractors, partners or agents are not required for the Department or its designee to
conduct compliance and performance audits on any of the Contractor's contracts relating
to this Contract. The State of Florida's Chief Financial Officer and the Office of the Auditor
General also have authority to perform audits and inspections.
12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained. Records of
costs incurred will include the Contractor's general accounting records, together with
supporting documents and records of the Contractor and all subcontractors performing
work, and all other records of the Contractor and subcontractors considered necessary by
the Department, State of Florida's Chief Financial Officer or the Office of the Auditor
General for audit.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department may require the Contractor and its employees, agents, representatives
and subcontractors to provide fingerprints and be subject to such background checks as
directed by the Department. The cost of the background checks will be borne by the
Contractor. The Department may require the Contractor to exclude the Contractor's
employees, agents, representatives or subcontractors based on the background check
results. In addition, the Contractor must ensure that all persons have a responsibility to
self-report to the Contractor within three calendar days any arrest for any Disqualifying
Offense. The Contractor must notify the Contract Manager within 24 hours of all details
concerning any reported arrest. The Contractor will ensure that all background screening
will be refreshed upon the request of the Department for each person during the term of
the Contract.
13.2 E-Verify.
In accordance with Executive Order 11-116, the Contractor agrees to utilize the U.S.
Department of Homeland Security's E-Verify system to verify the employment eligibility of
all new employees hired during the term of the Contract for the services specified in the
Contract. The Contractor must also include a requirement in subcontracts that the
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subcontractor must utilize the E-Verify system to verify the employment eligibility of all
new employees hired by the subcontractor during the Contract term. In order to implement
this provision, the Contractor must provide a copy of its DHS Memorandum of
Understanding (MOU) to the Contract Manager within five days of Contract execution. If
the Contractor is not enrolled in DHS E-Verify System, it will do so within five days of notice
of Contract award, and provide the Contract Manager a copy of its MOU within five days
of Contract execution. The link to E-Verify is provided below. htt�://www.uscis.�ov/e-
verif . Upon each Contractor or subcontractor new hire, the Contractor must provide a
statement within five days to the Contract Manager identifying the new hire with its E-
Verify case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has a criminal misdemeanor or felony record
regardless of adjudication (e.g., adjudication withheld, a plea of guilty or nolo contendere,
or a guilty verdict) within the last six years from the date of the court's determination for
the crimes listed below, or their equivalent in any jurisdiction, the Contractor is required to
immediately remove that person from any position with access to State of Florida Data or
directly performing services under the Contract. The disqualifying offenses are as follows:
(a) Computer related or information technology crimes
(b) Fraudulent practices, false pretenses and frauds, and credit card crimes
(c) Forgery and counterfeiting
(d) Violations involving checks and drafts
(e) Misuse of medical or personnel records
(f) Felony theft
13.4 Communications and Confidentiality.
The Contractor agrees that it will make no statements, press releases, or publicity releases
concerning the Contract or its subject matter or otherwise disclose or permit to be
disclosed any of the data or other information obtained or furnished in compliance with the
Contract, or any particulars thereof, during the period of the Contract, without first notifying
the Department's Contract Manager or the Department designated contact person and
securing prior written consent. The Contractor must maintain confidentiality of all
confidential data, files, and records related to the services and commodities provided
pursuant to the Contract and must comply with all state and federal laws, including, but
not limited to sections 381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's
confidentiality procedures must be consistent with the most recent version of the
Department security policies, protocols, and procedures.The Contractor must also comply
with any applicable professional standards with respect to confidentiality of information.
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Exhibit B
ITB No. 22-44102100-Z Addendum No. 2
Contained herein are the answers to the questions submitted to the Department of Management
Services (Department). The Department hereby amends ITB No. 22-44102100-Z as noted
within this Addendum. For revisions, underline represents additions and strikethroughs
represent deletions. In the event of a conflict between previously released information and the
information contained herein, the information herein shall control. The information included in
this addendum is now made part of this solicitation.
FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN SECTION 120.57(3),
FLORIDA STATUTES, OR FAILURE TO POST THE BOND OR OTHER SECURITY
REQUIRED BY LAW WITHIN THE TIME ALLOWED FOR FILING A BOND SHALL
CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES.
Any protest must be timely filed with the Department of Management Services' Agency Clerk.
Please Note: This Addendum No. 2 does not need to be returned with the response.
1. The following definitions have been added to section 1.2:
As stated in Chapter 288.0656(2) (e), Florida Statutes, a Rural Community is defined as a
county with a population 75,000 or fewer.
An Urban Community is defined as a county with a population of more than 75,000.
2. Section 2.2.11.7, Savings/Price Reduction PUR 7064 (Attachment H) is deleted in
its entirety.
0
I or AR
.st er other usual er r__usternary pror.es that i.veuld be paid by the PWFGhasew i.vitheut the he dit
Of a nG_.AtF Gt roc611tiRg frGm this hid
3. Section 2.2.13.5, Savings/Price Reduction PUR 7064 (Attachment H), is added.
If awarded a contract, the Contractor will submit Attachment H, the PUR 7064 to demonstrate the
percent (%) savings in pricing offered compared to the MSRP List or other usual or customary
prices that would be paid by the purchaser without the benefit of a contract resulting from this bid.
4. Section 2.2.13.4, Quarterly Sales Report (Attachment K), has been updated.
If awarded a contract, an authorized representative of the Bidder will be required to complete
and
submit a Quarterly Sales Report (Attachment K) to the Department's Contract Manager within
te44 fifteen business days after the close of each State Fiscal quarter (September 30, December
31, March 31, and June 30).
5. Section 3.2.4 Contract Warranty and Maintenance has been updated.
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Leased equipment shall be warrantied and maintained for the life of the lease. Purchased
equipment shall be warrantied and maintained for a minimum of one year or the manufacturer's
standard warranty, whichever is longer. The warranty and maintenance period shall commence
upon acceptance of equipment by the Customer as evidenced by a certificate of acceptance
form. While a ,-n;+ ,,,der i.varrap a-All Commodities must operate in accordance with the
manufacturer's standard specifications.n,,r;Rg the w arraRty „e4Gd +The Contractor shall
provide postage rate protection, software and firmware updates, and preventative maintenance
services. n,,r,,,n the w arraRty „eried a A_II defective or broken parts not caused by accident,
neglect, misuse, or abuse shall be repaired or replaced and all necessary machine adjustments
occasioned by such defective or broken parts shall be performed. All warranty and
maintenance services and products shall be provided at no cost to the Customer.
Service response time requirements during the warranty and maintenance period shall be the
arrival of a manufacturer-trained, certified technician on-site within four business hours in urban
counties and within eight business hours in rural counties after notification of a request for
service. A telephone call, unless it results in solving the problem, shall not be deemed an
acceptable service response. The warranty and maintenance shall include all labor and
transportation resulting from service calls. The Contractor shall maintain service facilities and
qualified personnel to service all equipment in the State of Florida within the required fst*
he,irs response time for the life of the Contract. Each service facility must maintain a
sufficient number of qualified technicians and supply of parts to provide all required services
described in the Scope of Work for the life of the Contract.
If, during the warranty and maintenance period, malfunctioning equipment cannot be repaired
within three business days after a request for service or in the case of excessive equipment
down-time, the Contractor shall provide the Customer loaner equipment that meets or exceeds
specifications of the Commodity GeYeFed by the waFFaRty at no additional cost until the defective
unit or entire system (Customer's choice) is replaced with new equipment. Excessive
equipment down-time is defined as three or more service calls over a ninety day period for
repairs to the same piece of equipment.
The Contractor shall maintain a service log describing which services are performed for each
call. The log shall contain, at a minimum, the machine serial number, location of equipment,
date and time of each service call, the response time and the type of service performed. The
service log shall be made available to the Customer and the Department, upon request.
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6. Section 3.2.20, Punch-Put Catalog and Electronic Invoicing, has been updated.
At the c+-A+o'S OptiOR + The Contractor may be required +„ provide an MFMP punch-out catalog.
The punch-out catalog provides an alternative mechanism for suppliers to offer the State of
Florida access to products awarded under the Contract. The punch-out catalog also allows for
direct communication between the MFMP eProcurement System and a supplier's ERP system,
which can reflect real-time product inventory/availability information.
Through utilization of the punch-out catalog model, a Florida buyer will "punch out" to a
supplier's website. Using the search tools on the supplier's Florida punch-out catalog site, the
user selects the desired products and services. When complete, the user exits the supplier's
punch-out catalog site and the shopping cart (full of products and services) is "brought back" to
MFMP. No orders are sent to a supplier when the user exits the supplier's punch-out catalog
site. Instead, the chosen products and services are "brought back" to MFMP as Contract line
items. The user can then proceed through the normal workflow steps, which may include
adding/editing the items to a requisition or a purchase order. An order is not submitted to a
supplier until the buyer actually adds the line items to a requisition and the purchase order is
approved and sent to the supplier.
At the State's option, the Contractor may be required to invoice electronically pursuant to
guidelines of the Department of Management Services. Electronic invoices may be required to
be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as
listed below. Contractors may select the method that best meets their capabilities from the
following list:
• cXML (commerce eXtensible Markup Language)
This standard establishes the data contents required for invoicing via cXML within the context of
an electronic environment. This transaction set can be used for invoicing via the ASN for
catalog and non-catalog products and services. The cXML format is the Ariba preferred method
for elnvoicing.
• EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for use within
the context of an Electronic Data Interchange (EDI) environment. This transaction set can be
used for invoicing via the ASN for catalog and non-catalog products and services.
• PO Flip via ASN
The online process allows suppliers to submit invoices via the ASN for catalog and non-catalog
products and services. Suppliers have the ability to create an invoice directly from their Inbox in
their ASN account by simply "flipping" the PO into an invoice. This option does not require any
special software or technical capabilities.
For the purposes of this section, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the state and the third party provider of MFMP, a state
Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display
within the system the information outlined above. In addition, the Contractor warrants and
represents that it is authorized and empowered to and hereby grants the State and the third
party provider the right and license to reproduce and display within the system the Contractor's
trademarks, system marks, logos, trade dress, or other branding designation that identifies the
products made available by the Contractor under the Contract.
Page 34 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
The Contractor will work with the MFMP management team to obtain specific requirements for
the punch-out catalog and electronic invoicing.
7. Section 3.2.21, Performance Bond, has been deleted in its entirety.
8. Section 3.2.22, Contract Reporting, has been updated.
The Contractor shall report information on orders received from state agencies and OEUs
associated with this contract.
The Contractor shall submit reports in accordance with the following schedule:
Report Period Covered Due date s
MFMP Transaction Report Calendar month 10 business
days after close
of the period
Contract Quarterly Sales State Fiscal Quarter 4-9 15 business
Report days after close
of the period
Savings / Price Reductions Required whenever prices 10 business
are established adjusted days after each
action that
adjusts prices
Diversity Report State Fiscal Year 10 business
[submitted to the Customer days after close
(ordering entity)] of the period
Preferred Pricing Affidavit Annual Contract
anniversary
date
Proof of Insurance Annual Upon policy
renewal.
9. Section 3.2.22.2, Contract Quarterly Sales Report (Attachment K), has been
updated.
The Contractor agrees to submit a Quarterly Sales Report (Attachment K) to the DMS Contract
Manager within ten fifteen working business days after the close of each State Fiscal quarter
(September 30, December 31, March 31, and June 30).
Quarterly Reporting periods should coincide with the contract term and should begin the quarter
following contract execution. Reports must be submitted in MS Excel format. The report will
include all sales (orders) from State Agency and Other Eligible Users received (associated with
this contract) during the period. Initiation and submission of the Quarterly Report is the
responsibility of the Contractor without prompting or notification from the DMS Contract
Manager. If no orders are received during the period, the contractor must submit a report stating
that there was no activity. If the Contractor fails to submit two consecutive quarterly sales
reports, the Contract may be terminated for convenience or the Department may choose to not
renew the Contract.
Page 35 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
In addition, the Department may require additional Contract sales information such as copies of
purchase orders, or ad hoc sales reports. The Contractor shall submit these specific ad hoc
requests within the specified amount of time as requested by the Department.
10. Section 3.2.24 Financial Consequences has been updated.
First Second
Third Financial
Type Requirement Financial Financial
Consequence Consequence Consequence
Onsite within 4
business hours
Service call for in urban $100 $250 $500
repair counties and 8
business hours
in rural counties
Equipment not 10 business
picked up days after lease $100 $200 $300
expiration
Machine
replacement with
new or loaner 3 business Days $250 per day $500 per day $1000 per day
equipment if repair
is not available
The Department and Customers reserve the right to withhold payment or implement other
appropriate remedies, such as Contract termination or non-renewal, when the Contractor has
failed to perform/comply with the provisions of the Contract.
11. Section 3.2.25.4 Lease Cancellation for Convenience has been deleted in its
entirety.
12. Section 3.2.27, Product Adjustments, has been updated.
Requested product ^ham adoustments.d6ie to Fnedel 6ipgFadeG must be approved by the
Department and added to the contract before being offered to Customers. The Contractor may
submit new product adiustments for approval on a quarterly basis on January 1, April 1, July 1,
and October 1 of each calendar year. The Contractor may submit existing product adiustments
in accordance with the price adiustments frequency as listed in section 3.2.26.
13. The word "warranted" is replaced with the word "warrantied" in sections 3.2.1 and 3.2.4.
14. Attachment C, Qualification Questions and Required Documents, has been replaced in
Page 36 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
its entirety and the revised version is incorporated into this addendum.
15. Attachment H, Savings/Price Reductions, has been replaced in its entirety and the
revised version is incorporated into this addendum.
16. Attachment M, Section 3.2 (b), has been replaced in its entirety with:
(b) Preferred Pricing. Consistent with the goals of section 216.0113, F.S., Contractor
acknowledges and recognizes that the Department wants to take advantage of any
improvements in pricing over the course of the Contract period. To that end, the pricing
indicated in this Contract is a maximum guarantee under the terms of this clause.
Contractor's pricing will not exceed, on an aggregate basis, the pricing offered under
comparable contracts for public entities. Comparable contracts are those which are
similar in size, scope and terms. The Contractor shall submit to the Department a
completed Preferred Pricing affidavit form annually.
17. Attachment M, General Liability Insurance, section 7.2 has been updated.
The Contractor must secure and maintain Commercial General Liability Insurance
including bodily injury, property damage, product-liability, personal & advertising injury
and completed operations. This insurance must provide coverage for all claims that may
arise from the services, and operations completed under the Contract and any resulting
contract or purchase order, whether such services or operations are by the Contractor or
anyone directly or indirectly employed by them. Such insurance must include a Hold
Harmless Agreement in favor of the State of Florida and also include the State of Florida
as an Additional #arced Insured for the entire length of the Contract and any resulting
contract or purchase order. The Contractor is responsible for determining the minimum
limits of liability necessary to provide reasonable financial protections to the Contractor
and the State of Florida under the Contract and any resulting contract or purchase order.
All insurance policies must be with insurers licensed or eligible to transact business in
the State of Florida. The Contractor's current certificate of insurance must contain a
provision that the insurance must not be canceled for any reason except after thirty (30)
days written notice to the Department's Contract Manager.
The Contractors must submit insurance certificates evidencing such insurance coverage
prior to execution of a contract with the Department.
The Contractor must require its insurance carrier to add the Department to the insurance
policies as an additional insured, as provided below:
Florida Department of Management Services
c/o Division of State Purchasing
4050 Esplanade Way, Suite 360
Tallahassee, Florida 32399-0950
Page 37 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
The Department has received the following questions from the vendor community through the
MFMP Sourcing Application and answers are provided in the following table:
Question �wwwwwwww Answer
www;i .......w wwwwwwwww wwwwwwwww wwwwwwwww wwwwwwwww wwwwwwwww wwwwwwwww wwwwwwwww wwwwwwwww wwwwwwwww wwwwwwwww wwwwwwwww .................
Section 1, Introduction
1. Section 1.17 The software license may be
Contract Formation IFB, additional terms & attached to individual purchases at
Scope: We have historically included dedicated the discretion of the customer.
software which helps the State, as well as other
states, with its mailroom management and to
operate its equipment more efficiently, and with
respect to other States, such software is subject
to standard software license terms and
conditions. Would the State of Florida prefer
that we attach the software license to our RFP
response for review, or would we attach it to
each individual purchase or lease transaction?
...2, Inst ...
Section ructions to Bidders
2. Section 2.2.13.4 Yes, reference Addendum 2,
Quarterly Report - Neopost requests that the sections 2.2.13.4, 3.2.22 and
submission of the quarterly report be changed 3.2.22.2.
from ten business days after the close to 15
days ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ......... ..........
Section 3, Scope of Work
3. Section 3.2.4 Reference Addendum 2, section
Please clarify the warranty requirement for 3.2.4. Leased equipment is
leased equipment. Vendor agrees to warrant all warrantied and maintained for the
equipment for 12 months on a purchase or life of the lease. Purchased
lease and offer a Maintenance Agreement on equipment is warrantied and
the equipment to cover the product following maintained for a minimum of one
the 12 month warranty term. year.
4. Section 3.2.4 No. Reference Attachment D, Tab
Is it acceptable that price of the service plan be 1, Core, which requires Bidders to
added to each order or lease and PB will still provide all maintenance with the
provide the warranty against defects? lease price.
5. Section 3.2.4 Yes, reference Addendum 2,
Contract Warranty: The ITB stipulates that the sections 3.2.4 and 3.2.24.
Contractor is required to provide a four (4) hour
onsite response time for servicing equipment.
This agreement would cover different
geographic areas throughout the state where it
may not be possible to meet this requirement.
Would the State consider amending the ITB in
consideration of the select zip codes that
require additional travel time?
6. Section 3.2.4 Reference Addendum 2, sections
We request that the requirement for on-site 3.2.4 and 3.2.24.
service be changed to reflect our standard
Page 38 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
service offering of: 1 hour response time to all
written or oral notices of a service requirement
due to an equipment breakdown, with a service
technician on site within 8 hours.
7. Section 3.2.4 Section 3.2.4 allows problems to be
Contract Warranty: In addition, due to resolved via a phone call.
enhanced technology and equipment
intelligence, many service requests can be
resolved remotely over the phone or remote
access during the initial service inquiry via
phone call or online request. Would the State
consider amending the ITB to allow the
Contractor to provide immediate assistance and
resolve service requests remotely without an
on-site service visit?
8. Section 3.2.10 The Department will not waive this
Our current invoice system does not allow for requirement.
the inclusion of the State of FL's contract
number on our invoices and requests that this
requirement be removed.
9. Section 3.2.12 The purchase of postage is not
Neopost agrees with the States purchasing included in this ITB.
card program but clarifies it is not available for
the purchase of Postage.
10. Section 3.2.14 The purchase of postage is not
Neopost clarifies that we can offer a "no-cost" included in this ITB.
option provided the postage funds are provided
in advance.
11. Section 3.2.16 No, the Department will not modify
Some low end products provided by Vendor are this requirement.
commercially considered "self-installable."
Vendor understands that some agency
personnel require the need for professional
installation of our most basic products, and
therefore request an optional installation fee to
offset the cost associated with this
circumstance.
12. Section 3.2.17 No, the Department will not modify
Some low end products provided by Vendor are this requirement.
commercially considered "self-installable."
Vendor understands that some agency
personnel require the need for professional
training of our most basic products, and
therefore request an optional training fee to
offset the cost associated with this
circumstance.
......... ..........
13. Section 3.2.18 Reference section 3.2.11 of the
ITB. Final acceptance and
Page 39 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
Is it the State's intention that the requirements payments are governed by sections
and specifications for Final Acceptance and 215.422 and 287.0585 of the
authorization for payment would be set forth in Florida Statutes.
each individual order and mutually agreed to by
the State and Contractor?
14. Section 3.2.20 Reference Addendum 2, section
Neopost can offer CIF catalogs and advises 3.2.20.
that punch-out catalog are not available.
Therefore we request that punch out catalogs
not be made a requirement.
15. Section 3.2.21 No, reference Addendum 2, section
Will a performance bond be required? 3.2.21.
16. Section 3.2.22 Yes, reference Addendum 2,
Contract Reporting: Would the State consider section 3.2.22.
allowing 15 business days after the close of the
period for reporting/or action that adjusts
prices?
17. 3.2.22.2 No, the Department will not modify
Neopost requests that we be allowed to work this requirement.
with the State on the reporting requirements
listed in Attachment K as all listed reporting
fields cannot be readily provided.
18. Section 3.2.22.5 Attachment K, Contract Quarterly
Ad-hoc reports: What does the State consider a Sales Report, the MFMP
"standard" report and what is considered an Transaction report and the Diversity
"ad-hoc" report? report are considered standard
reports. Ad-hoc reports may include
additional information not typically
. .... .... .... .... .... provided to the State. .... ...
19. Section 3.2.25.4 Reference Addendum 2, section
The Agreement may be terminated by the State 3.2.25.4.
whenever, for any reason. This stipulation
requires vendors to perform a new risk analysis
and will affect the price offered to the state. Will
the State consider termination language based
on appropriations and cause in lieu of
convenience and enable vendors to offer the
most aggressive pricing possible?
20. Under the current contract, the State receives a Reference Addendum 2, section
very aggressive lease rate. In order to receive 3.2.25.4.
an aggressive lease rates, would you consider
the following:
• 3.2.25.4 Lease Cancellation For
Convenience -- Would the State consider
changing this term to mirror the language in the
current Florida contract?
Page 40 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
Current Contract— Page 60 (f) Lease
Cancellation for Convenience The initial lease
agreement may be canceled at any time during
the lease period by the lessee (Customer). A
thirty (30) day cancellation notice will be
required of the lessee in writing. All money due
the lessor (Contractor) for the remainder of the
lease agreement period will be due and payable
upon completion of the equipment removal,
except in documented cases of non-
performance by the Contractor. Upon
cancellation of a lease agreement by the lessee
without cause, the equipment will be returned to
the lessor with transportation at the lessee's
expense as well as removal charges, if
applicable.
• 3.2.25.4 If the State cannot change this
paragraph, would the State consider removing
this Term in its entirety and only allowing for
non-appropriations and default by contractor
terminations on leases?
21. 3.2.25.4 Reference Addendum 2, section
Lease Cancellation for Convenience - USA 3.2.25.4.
manufacturing and captive leasing companies
must adhere to GAAP for accounting and
revenue recognition. Therefore, in order to
offer leasing options to the State, we
respectfully ask that the State of Florida change
this provision to match the verbiage in our
current State of Florida contract #600-760-141-
1 "The initial lease agreement may be canceled
at any time during the lease period by the
lessee (Customer....... All money due the
lessor (Contractor) for the remainder of the
lease agreement period will be due and payable
upon completion of the equipment removal,
except in documented cases of non-
performance by the Contractor.
....
22. Section 3.2.27 Reference Addendum 2, section
Would the state permit quarterly updates to 3.2.27.
Vendor's product offerings?
S ... ........_ ......... ......... ........_ ......... ........_ ......... ......... ........_ ......... ......
ection 4, Attachments
23. Attachment C Ad-hoc reports may include
Please clarify what you mean by 'ad hoc additional information not typically
reporting'? How often and what is required? provided to the state.
24. Attachment M, Section 3.2(c) No.
Can we increase prices due to changing market
conditions as well?
Page 41 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
25. Attachment M, Section 3.2 (b) Reference Addendum 2,
Preferred Pricing: Can this language be revised Attachment M, Section 3.2 (b).
to that it applies for the same quantity of
product/ services, in the same configuration and
under the same or similar terms and conditions
consistent with the current terms and conditions
of the contract?
26. Attachment M-page 4 section 3.7 The transaction fee is currently
What is the amount of the transaction fee to be 0.7%.
paid to the State by Vendor?
27. Attachment M-page 4 section 3.7 Transaction fees are assessed on
Please clarify if the transaction fee is assessed payments.
on the payment made to vendor (quarterly
lease payment/purchase price) or the NET
value of the equipment ordered?
28. Attachment M-page 4 section 3.7 Automatic deductions have not
Please explain the process for automatic been implemented.
deduction of transaction fees.
29. Attachment M, 7.2 No, the Department will not modify
General Liability Insurance: Will the State this requirement.
consider the Contractor deleting the reference
to "and any resulting contract or purchase
order."?
30. Attachment M, 7.2 Reference Addendum 2, section M,
General Liability Insurance: Will the State 7.2.
consider the Contractor amending this section
by modifying Additional Named Insured to
simply Additional Insured?
31. Attachment M, Section 9.2, page 12 The Department will consider these
Warranty of Security: We request authorization requests post contract award.
to share data and/or perform services outside of
the US through our parent/affiliates in Europe.
32. Attachment M, Termination Provisions Reference section 3.2.28 of the
Neopost clarifies that the termination or ITB.
expiration of this Agreement shall in no way
relieve either party from its obligations pursuant
to any Equipment Leases, Postage Meter
Rental Agreements or software subscriptions
that were entered into prior to the date of such
termination or expiration.
33. Attachment M, Intellectual Property Reference section 8.4 of
Neopost USA clarifies that it will grant a license Attachment M.
to the Purchasing Entity for its use of any
Intellectual Property created in connection with
Services provided for such Purchasing Entity.
However, all such Intellectual Property shall be
the property of Neopost USA.
Page 42 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
34. Attachment M Section 3.4 Purchase Orders shall reference
Purchase Orders: Will the purchase orders (if the State Term Contract and state
applicable) reference the State Term Contract agencies may have their own
or will they have different terms and conditions. agency specific terms and
If the latter, would you please provide a copy of conditions.
the form PO for our review?
35. Attachment M, Section 3.4 Reference section 3.2.25 of the
Purchase Orders: Will the State accept a PO ITB. Customers may issue
and or a signed lease agreement to buy purchase orders for mail processing
products and services on this contract? equipment. Additional lease
agreements from the Contractor
shall be considered non-binding.
36. Attachment M, Section 8.1 No, the Department will not modify
Can we add a clarification statement that this requirement.
119.0701 does not apply since we are not
providing services on behalf of the State?
Genera......Questions....... ........_ ......... ......... ........_ ......... ......... ........_ ......... ......... ........_ ......... ......
.... ...
37. We have an additional question. It appears that Bidders must answer yes and agree
to participate in the solicitation we must accept to all Qualification Questions/
the bidder agreement which includes agreeing Mandatory Requirements listed in
to all terms and condition specific to this the ITB.
solicitation. That is the only way to participate.
However, we are in the question and answer
phase and working through the terms and
conditions of the solicitation with the State of
Florida. Can you please clarify if by accepting
we are still able to negotiate terms and
conditions of the bid? Clearly we would like to
participate in this process but have questions
on some of the terms and conditions which
we've submitted.
By accepting this agreement you warrant that:
(i) you are authorized by your company to enter
into a binding contractual agreement based on
the information you are about to transmit
(ii) you agree to all terms and conditions
regarding use of the MyFloridaMarketPlace
system and
(iii) you agree to all terms and conditions
specific to this solicitation.
38. Vendor provides a select number of 3rd party The Department will not modify this
products to complement our overall product requirement.
offering. Will the State allow the purchasing
entity to enter into a separate agreement
pursuant to 3rd party products as long as they
comply with the scope of the State contract?
Page 43 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
39. Would the State consider a Contractor to offer The Department will not modify this
leasing provided by 2 different leasing vendors requirement. See Attachment M,
specific to products? sections 6.2 and 6.3.
40. The Contractor cannot assign the Agreement Requests of this nature may only be
without the States consent. Would you agree to considered post-contract award.
allow assignment to a Contractor's Permitted
Assignee?A Permitted Assignee shall be
defined as any subsidiary, wholly—owned,
directly or indirectly by Pitney Bowes Inc. that
has a net worth of$50 million or greater?
41. Will the State provide technical specifications to Bidders are to submit a bid in
the Contractors? accordance with Attachment D,
Price Sheet and Section 3, Scope
of Work.
42. General question —the ITB and related Reference section 3.2.25. The ITB
documents do not contain any lease terms and provides the lease terms and
conditions, other than a 3, 4 or 5 year term. Are conditions.
there specific lease terms and conditions that
we should review as part of this ITB, or is it
acceptable for us to submit the lease terms and
conditions that are part of the current contract?
43. For solutions that require licensed software, The software license may be
would the State be willing to allow the attached to individual purchases at
purchasing entity to negotiate a mutually the discretion of the customer.
agreeable software license with the Contractor
in addition to the terms and conditions
contained within the RFP? If not, what does the
State suggest to be certain users have the
required software licensure?
Page 44 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
ITB No. 22-44102100-Z Addendum No. 1
The Department hereby amends ITB No. 22-44102100-Z as noted within this Addendum. For
revisions, underline represents additions and strikethroughs represent deletions. In the event of
a conflict between previously released information and the information contained herein, the
information herein shall control. The information included in this addendum is now made part of
this solicitation.
FAILURE TO FILE A PROTEST WITHIN THE TIME PRESCRIBED IN SECTION 120.57(3),
FLORIDA STATUTES, OR FAILURE TO POST THE BOND OR OTHER SECURITY
REQUIRED BY LAW WITHIN THE TIME ALLOWED FOR FILING A BOND SHALL
CONSTITUTE A WAIVER OF PROCEEDINGS UNDER CHAPTER 120, FLORIDA STATUTES.
Any protest must be timely filed with the Department of Management Services' Agency Clerk.
Please Note: This Addendum No. 1 does not need to be returned with the response.
Attachment A, Timeline of Events, has been replaced in its entirety.
Page 45 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
Attachment A
Timeline of Events
The dates and times within this Timeline of Events may be subject to change. All events
following the Bid Opening are anticipated and subject to change in time, date, and location. All
changes to the Timeline of Events will be through an addendum to the solicitation posted to the
VBS and added to the solicitation in MFMP. It is the responsibility of the Vendor to check for
any changes in both locations.
Invitation to Bid (ITB) posted on the Vendor Bid System October 4 2016'
(VBS) and posted in MFMP Sourcing ;
Non-Mandatory/MFMP Training Event 2:00 P.M. October 10, 2016
4050 Esplanade Way, Conference Room 360K
Tallahassee, Florida 32399-0950
Webinar Information:
,,;;,//g,II, �,I ,11,,,,,,g, ,D lrm i,,k D ii,n„g,.,,, .................o i„n�/ , ,;1302
You may also call in: 877-309-2070
Participant Code: 569-130-253
Deadline to submit questions within MFMP Sourcing 10:00 A.M.mOctober 19, 2016
Messaging Tab
----------------------------------------------------------------------------------------------------------------------------------
Anticipated posting of answers to Respondents' November 7, 016
questions to the solicitation within MFMP Sourcing
2016
Deadline to submit responses, including all required 2:00 P.M. November
documents in MFMP Sourcing November 29, 2016
Bid Opening 2:01 P.M. "'^ e.her
�• 1^ 2016
4050 Esplanade Way, Conference Room 360K November 29, 2016
Tallahassee, FL 32399-0950
, mmf��r., n.vtihnr 7Q 7AAG'�
Anticipated date to post Notice of Intended Award December 29,2016
Anticipated Contract start date February
February 20, 2017
-----------------------------------------------------------------------------------
More info on MFMP
If you are not already registered, or need to update your registration, you can do so through the MFMP Vendor
Information Portal (VIP)at h222.L//vendor.myfloridamarketplace.com/. If you need assistance with using MFMP,
please contact the MFMP Customer Service Desk at.V..enc or..11,,,,i!..e, or(866)352-3776.
Do not rely on the MFMP Sourcing Application's Time Remaining Clock. It is intended only to approximate the
solicitation closing and may require periodic adjustments. The official solicitation closing time shall be as reflected in
the timeline.
It is strongly recommended to submit your response as early as possible. You should allow time to receive any
requested assistance and to receive verification of your submittal.
Page 46 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
ITB No. 22-44102100-Z
Table of Contents
1 Introduction
2 Instructions to Bidders
3 Scope of Work
4 List of Attachments
Page 47 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
1 Introduction
The State of Florida, Department of Management Services, Division of State Purchasing
(Department) is issuing an Invitation to Bid (ITB) to establish a State Term Contract (STC) for
the lease or purchase of Mail Processing Equipment.
The Department intends to solicit for and enter into contracts with responsive and responsible
vendors according to the criteria defined herein, for the provision of Commodities and
contractual services described within this solicitation under the authority and criteria established
by section 287.057, Florida Statutes (F.S.).
This solicitation will be administered using the MyFloridaMarketPlace (MFMP) sourcing
application and the Vendor Bid System (VBS). The VBS shall serve as the official system of
record. Vendors interested in submitting a bid must comply with all of the terms and conditions
described in this ITB. Information about submitting a bid can be found in Section 2, Instructions
to Bidders.
1.3 Solicitation Overview
The purpose of this solicitation is to establish a statewide STC for Mail Processing Equipment
for state agencies and Other Eligible Users (OEUs). The current STC for Mail Processing
Equipment has an estimated annual spend of approximately $8.7 million dollars for state
agencies and OEUs. Estimated spend is for informational purposes only and must not be
construed as representing actual, guaranteed, or minimum spend under any new contract.
1.4 Definitions
Definitions contained in section 287.012, Florida Statutes, Rule 60A-1.001, Florida
Administrative Code, General Contract Conditions and PUR 1001 form are incorporated by
reference. Where in conflict, the definitions listed in this section supersede the incorporated
definitions. All definitions apply in both their singular and plural sense.
Bidder—A synonym for Respondent, as defined in PU R 1001, Section 1.
Commodity(ies) —An item that may be a Product or Commodity. The terms Products and
Commodities can be used interchangeably throughout this ITB.
Commodity Code(s) -The State of Florida numeric code for classifying Commodities and
contractual services which meet specific requirements, specifications, terms, and conditions
herein. Florida has adopted the United Nations Standard Products and Services Code
(UNSPSC) for classifying Commodity(ies) and services.
Confidential Information -Any portion of a company's documents, data, or records disclosed
relating to its bid that the Contractor claims is confidential and not subject to disclosure pursuant
to Chapter 119, Florida Statutes, the Florida Constitution, or any other authority that is clearly
marked "Confidential".
Contract -The written agreement resulting from this ITB.
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Mail Processing Equipment
Contractor -The business entity that is awarded a Contract resulting from this ITB. May also
be referred to as "Contractor', "Successful Bidder" or"Awarded Vendor" within this document.
Customer— State Agencies and Other Eligible Users (OEUs).
Department -The Florida Department of Management Services.
Differential Weighing —Weighing platform that calculates the weight of mail as each piece of
mail is removed.
Dynamic Scale —Scale that automatically calculates correct pricing for United States Postal
Services (USPS) shape based requirements.
Lease —A transaction in which the Customer does not obtain ownership over the machine and
makes scheduled payments to utilize the machine.
Letters per Minute (LPM) —The number of envelopes a machine is capable of processing per
minute.
Meter—Device that can print one or more denominations of postage onto a mailpiece or meter
tape.
Manufacturer/Brand -The original producer or provider of Representative Models, Options and
Services responsive to this solicitation.
Other Eligible Users (OEU) -As defined in Rule 60A-1.005, Florida Administrative Code.
Postage Rate Protection — Program that provides Customers free updates to equipment when
USPS postage rates change.
Purchase —A transaction that results in the Customer obtaining ownership of the Commodity.
Responsible vendor—A vendor who has the capability in all respects to fully perform the
Contract requirements and the integrity and reliability that will assure good faith performance.
(Section 287.012(24), F.S.)
Responsive bid -A bid submitted by a responsive and responsible vendor that conforms in all
material respects to the solicitation. (Section 287.012(25), F.S.)
Responsive vendor—A vendor that has submitted a bid that conforms in all material respects
to the solicitation. (Section 287.012(26), F.S.)
Scale — Device that calculates the weight of mail.
Sealer— Device that seals an envelope by moistening the glue flap as the envelope passes
through the mailing machine.
State -The State of Florida.
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UNSPSC -An acronym for the United Nations Standard Products and Services Code.
USPS —An acronym for the United States Postal Services.
Vendor(s) -An entity that is in the business of providing a Commodity or service similar to
those within the solicitation.
1.5 Contract Objective
The Department intends to enter into a Contract(s) with the awarded Bidder(s) pursuant to the
Basis for Award section. The Contract shall be composed of the following: this solicitation,
General Contract Conditions, Scope of Work, the Vendor's response and the documents
established in the Post Award Contract Meeting.
1.6 Term
The initial term of the Contract shall be five (5) years.
1.7 Renewal Term
Upon written agreement, the Department and the Contractor may renew the Contract in whole
or in part, for up to five years.
1.8 Timeline of Events (Attachment A)
Bidders should become familiar with the Timeline of Events. The dates and times within the
Timeline of Events may be subject to change. It is the responsibility of the Bidder to check for
changes. All changes to the Timeline of Events will be made through addenda to the solicitation
and noticed on the Vendor Bid System.
Bidders shall not rely on the MyFloridaMarketPlace sourcing application's time remaining clock.
It is not the official submission date and time deadline; it is intended only to approximate the
solicitation closing and may require periodic adjustments. The official solicitation closing time
and response deadlines shall be as reflected in the timeline.
The Department will not accept late bids. It is strongly recommended that Bidders submit their
response as early as possible. Bidders should allow time to receive any requested assistance
and to receive verification of the submittal; waiting until the last hour of the solicitation could
impact the timely submittal of the response.
1.9 Order of Precedence for Solicitation
In the event of a conflict, the conflict will be resolved in the following order of priority (highest to
lowest):
1. Addenda to Solicitation, if issued (in reverse order of issuance)
2. Scope of Work (Section 3)
3. General Contract Conditions (Attachment M)
4. Special Instructions to Bidders (Section 2.2)
5. PUR 1001, General Instructions to Bidders
6. ITB Attachments (not listed above as having a higher priority)
7. Introduction (Section 1)
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1.10 Procurement Officer
The Procurement Officer is the sole point of contact from the date of release of this ITB until 72
hours after the intent to award is posted.
Procurement Officer for this ITB is:
Katherine Ajmeri, Associate Category Manager
Florida Department of Management Services
Division of State Purchasing
4050 Esplanade Way, Suite 360.6X
Tallahassee, FL 32399-0950
Phone: (850) 921-0030
Email: Katherine.Aimeridms.myflorida.com
****ALL EMAILS TO THE PROCUREMENT OFFICER SHOULD CONTAIN THE
SOLICITATION NUMBER IN THE SUBJECT LINE OF THE EMAIL****
1.11 Limitation on Contact with Government Personnel (section 287.057(23), Florida
Statutes)
Between the release of this solicitation and the end of the 72-hour period following the
Department posting the Notice of Intended Award, excluding Saturdays, Sundays, and State
holidays (section 110.117, Florida Statutes), Bidders to this solicitation or persons acting on
their behalf may not contact any employee or officer of the executive or legislative branch
concerning any aspect of this solicitation, except in writing to the Procurement Officer or as
provided in the solicitation documents. Violation of this provision may be grounds for rejecting a
response.
1.12 Must, Shall, Will and Is Required
Although this solicitation uses terms such as "must", "shall", "will", and "is required", and may
define certain items as requirements, the Department reserves the right, in its discretion, to
waive any minor irregularity, technicality, or omission if the Department determines that it is in
the best interest of the state to do so. However, failure to provide requested information may
result in the rejection of a bid. There is no guarantee that the Department will waive an omission
or deviation, or that any Vendor with a bid containing a deviation or omission will be considered
for award of this procurement. The Department may reject any bid not submitted in the manner
specified by this solicitation.
1.13 Special Accommodations
Any person requiring a special accommodation due to a disability should contact the
Department's Americans with Disabilities Act (ADA) Coordinator at (850) 922-7535 at least five
business days prior to the scheduled event. If you are hearing or speech impaired, please
contact the ADA Coordinator by using the Florida Relay Service at (800) 955-8771 (TDD). The
telephone numbers are supplied for notice purposes only.
1.14 Lobbying Disclosure
The successful Bidder shall comply with applicable federal requirements for the disclosure of
information regarding lobbying activities of the successful Bidder, subcontractors or any
authorized agent. Certification forms shall be filed by the successful Bidder and all
subcontractors, certifying that no federal funds have been or shall be used in federal lobbying
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activities and the disclosure forms shall be used by the successful Bidder and all subcontractors
to disclose lobbying activities. The successful Bidder shall comply with the provisions of section
216.347, Florida Statutes, which prohibits the expenditure of contract funds for the purpose of
lobbying the Legislature or a state agency.
1.15 ITB Process
The ITB is a method of competitively soliciting a Commodity or contractual service pursuant to
section 287.057(1)(a), F.S. The Department posts an ITB on the VBS to initiate the process
and also posts the ITB in the MFMP Sourcing application.
Bidders may submit questions in writing to the Procurement Officer via the Messages tab in the
MFMP Sourcing application by the date listed in the Timeline of Events. Bids must be submitted
by the deadline listed in the Timeline of Events. The Department will open the bids in a public
meeting.
Once the Department has verified the bids, the Department will post an agency decision on the
VBS.
1.15.1 Non-Mandatory Pre-Bid Conference/MFMP Training Event
A non-mandatory Pre-Bid Conference/MFMP training event will be held to discuss how to view
and respond to solicitations in „"I" The Non-Mandatory Pre-Bid Conference/MFMP
training event will be held at the date and time specified in the Timeline of Events. Attendance is
optional but encouraged. Vendors may attend the webinar from their computer, tablet, or
smartphone by clicking the link found in the Timeline of Events at the time of the training. A pdf
of the presentation is available If a Bidder is unable to attend the training, the MFMP team
offers many other training resources, including recorded, online training and job aids that can be
viewed on the /I /ILA fol, il„��„rl("'J„i,s _(��"I,),S,i,�„r,. Public meetings conducted during the course of this
solicitation are open to members of the general public, current vendors, potential vendors and
interested persons.
1.15.2 Question Submission
The Department invites interested and registered Vendors to submit questions regarding the
solicitation. Vendors who have 'Joined' the MFMP Sourcing event are able to submit questions
using the MFMP Sourcing 'Messages' tab (referred to as the "Q&A Board" in PUR 1001).
Questions can be submitted in MFMP Sourcing until the Question Submission Deadline listed in
the Timeline of Events.
The following quoted text replaces Paragraph 5 of PUR 1001:
"Questions must be submitted via the Q&A Board within MFMP Sourcing and must be
RECEIVED NO LATER THAN the time and date reflected on the Timeline of Events. Questions
shall be answered in accordance with the Timeline of Events. All questions submitted shall be
published and answered in a manner that all proposers will be able to view. Proposers shall not
contact any other employee of the Buyer or the State for information with respect to this
solicitation. Each respondent is responsible for monitoring the Vendor Bid System for new or
changing information. The Buyer shall not be bound by any verbal information or by any written
information that is not contained in the solicitation documents or formally noticed and issued by
the Buyer's contracting personnel. Questions to the Procurement Officer or to any Buyer
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State Term Contract No. 44102100-17-1
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personnel shall not constitute formal protest of the specifications or of the solicitation, a process
addressed in paragraph 20 of these Instructions."
Bidders are strongly encouraged to raise any questions or concerns regarding this ITB,
including the proposed Contract terms and conditions, during the open question period.
1.15.3 Addenda to the ITB
The Department reserves the right to modify this solicitation by issuing addenda. Addenda may
modify any aspect of this solicitation. Addenda issued will be posted on the VBS and within
MFMP Sourcing. It is the Bidder's responsibility to check for any changes to a solicitation prior
to submitting a bid.
1.15.4 Protest of Terms, Conditions, and Specifications
With respect to a protest of the terms, conditions and specifications contained in this solicitation,
including any provisions governing the methods for scoring responses, awarding contracts, or
modifying or amending any contract, a notice of protest shall be filed in writing with the Agency
Clerk, Department of Management Services, 4050 Esplanade Way, Tallahassee, FL 32399,
within seventy-two hours after the posting of the solicitation. For purposes of this provision, the
term "the solicitation" includes this solicitation document, any addendum, response to written
questions, clarification or other document concerning the terms, conditions, and specifications of
the solicitation.
Failure to file a protest within the time prescribed in section 120.57(3), Florida Statutes, or
failure to post the bond or other security required by law within the time allowed for filing a bond
shall constitute a waiver of proceedings under Chapter 120, Florida Statutes.
1.15.5 Public Opening
Bids will be opened on the date and at the location indicated in the Timeline of Events. Bidders
are not required to attend. The Department generally does not announce prices or release
other materials at this public meeting, pursuant to s. 119.071(1)(b), Florida Statutes.
1.15.6 Electronic Posting of Notice of Intended Award
The Department shall electronically post a Notice of Intended Award on the VBS for review by
interested parties at the time and location specified in the Timeline of Events. The Notice of
Intended Award shall remain posted for a period of seventy-two hours, not including weekends
or State observed holidays. If the Notice of Award is delayed, in lieu of posting the Notice of
Intended Award the Department may post a notice of delay and a revised date for posting the
Notice of Intended Award.
1.15.7 Protest of Notice of Intended Decision
Anyone desiring to protest the Notice of Intent to Award shall file any notice of protest and any
subsequent formal written protest with the Agency Clerk, Department of Management Services,
4050 Esplanade Way, Tallahassee, FL 32399, within the time prescribed in section 120.57(3)
Florida Statutes and Chapter 28-110, Florida Administrative Code. The Procurement Officer
should be copied on such filings. Failure to file a notice of protest and a formal protest within
the time prescribed in section 120.57(3), Florida Statutes, shall constitute a waiver of
proceedings under Chapter 120, Florida Statutes.
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State Term Contract No. 44102100-17-1
Mail Processing Equipment
Failure to file a protest within the time prescribed in section 120.57(3), Florida Statutes, or
failure to post the bond or other security required by law within the time allowed for filing a bond
shall constitute a waiver of proceedings under Chapter 120, Florida Statutes.
1.15.8 Firm Response
The Department intends to award a contract within sixty days after the date of the bid opening,
during which period bids shall remain firm and shall not be withdrawn. If an award is not made
within sixty days, all bid responses shall remain firm until either the Department awards the
Contract or the Department receives from the Bidder written notice that the response is
withdrawn. Bid responses that express a shorter duration may, in the Department's sole
discretion, be accepted or rejected.
1.16 Modification or Withdrawal of Bid
Bidders are responsible for the content and accuracy of their bid. Bidders may modify or
withdraw their bid at any time prior to the bid due date in accordance with the Timeline of
Events.
1.17 Cost of Response Preparation and Independent Preparation
The costs related to the development and submission of a response to this ITB are the full
responsibility of the Bidder and are not chargeable to the Department. A Bidder shall not,
directly or indirectly, collude, consult, communicate or agree with any other Vendor or Bidder as
to any matter related to the response each is submitting. Additionally, a Bidder shall not induce
any other Bidder to modify, withdraw, submit or not submit a response.
1.18 Return of Bid Contents
Initial documentation provided to the Department as part of the ITB shall not be returned to the
Bidder unless withdrawn prior to the bid opening.
1.19 Contract Formation
The Department may issue a Notice of Intended Award, to successful Bidder(s), however, no
contract shall be formed between a Bidder and the Department until the Department signs the
contract. The Department shall not be liable for any work performed before the contract is
effective.
The Department intends to enter into a contract(s) with Bidder(s) pursuant to the Basis for
Award, section of this solicitation. No additional documents submitted by a Bidder shall be
incorporated in the contract unless it is specifically identified, incorporated by reference, and
approved by the Department. If any additional documents are submitted by the Bidder, the
additional documents will not be considered for the Basis for Award; however, these documents
remain subject to the Return of Bid Contents section of this solicitation.
Remainder of this page is left intentionally blank
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State Term Contract No. 44102100-17-1
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2 Instructions to Bidders
This section contains instructions to Bidders on how to submit a bid. The instructions come in
two parts; general instructions and special instructions.
2.1 General Instructions
PUR 1001, the General Instructions to Bidders, is incorporated by reference and provided via
the link below:
http://www.dms.myflori a.com/content/download/2934/11780/1001.�df
In the event any conflict exists between the Special Instructions and General Instructions to
Bidders, the Special Instructions shall prevail.
2.2 Special Instructions to Bidders
2.2.1 MFMP Sourcing
Since July 1, 2003, the Department has used the online e-procurement system known as
MyFloridaMarketPlace (MFMP). This solicitation will be administered using MFMP Sourcing.
2.2.2 MFMP Registration
To participate within MFMP Sourcing, a Bidder must be a registered vendor in the MFMP
Vendor Information Portal (VIP). Registered Vendors should log into MFMP VIP to ensure
contact information and commodity code registrations are correct and to ensure the option to
participate in electronic solicitations in MFMP Sourcing is selected.
Vendors not currently registered with MFMP VIP must:
a) Create an account through the MFMP VIP.
b) Within MFMP VIP, indicate on the Solicitations page that the wish to
participate in electronic solicitations.
c) Within MFMP VIP, in the Commodity Selections section, select the
commodity codes for the goods and services that the vendor would like to
provide to the state. Vendors will not receive notifications for commodities
codes that are not selected.
Note: VBS and MFMP Sourcing provide automated notifications to the vendor community, as
a courtesy, based on commodity codes that are tied to a vendor's registration in the MFMP
VIP. Vendors with a commodity code that matches the commodity code of the MFMP
Sourcing event will be able to `Join' the MFMP Sourcing event. If a vendor does not have a
matching commodity code, VBS and MFMP Sourcing will not provide a courtesy notification
and the vendor will not be able to `Join' the MFMP Sourcing event. Vendors have the ability
to access and update their registration in VIP by adding commodity codes to their business
profile. Changes made in MFMP VIP, including new registrations, may take 48 hours to take
effect.
The MFMP VIP can be accessed via this link 1 11 J/ r;�7�{��i „� �I��i l„E{�,i �� „ ll llE kc f com/
Page 55 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
The Department strongly recommends vendors set MS Internet Explorer browser to
compatibility mode while using MFMP applications. More information regarding recommended
internet browser settings can be found by clicking
In order to `Join' the MFMP Sourcing event vendors must:
a) Have a current MFMP vendor registration within the MFMP VIP; and
b) Select `Yes' to participate in electronic sourcing events in MFMP Sourcing.
The MFMP Sourcing may be accessed using the following link:
r nr r J.r a,,f ( �I .
2.2.3 MFMP Sourcing Posting Phase
A solicitation formally begins when the Department posts a Notice in VBS and publishes an
MFMP Sourcing event.
Solicitations conducted in MFMP Sourcing exist in the following statuses:
2.2.3.1 `Preview' Status
A solicitation is published as a `Public Event' in MFMP Sourcing and is initially in
`Preview' status. When the solicitation is in `Preview' status, Vendors can view and
download all information related to the solicitation and pose questions to the
Procurement Officer in the `Messages' tab of the event. The solicitation remains in
`Preview' status until the `Open' status begins.
2.2.3.2 `Open' Status
The solicitation enters `Open' status on the date listed on the Timeline of Events.
When a solicitation is in `Open' status, all Vendors who accepted the `Bidders
Agreement' in MFMP Sourcing may submit bids until the Bid Due Date listed in the
Timeline of Events. The solicitation remains in `Open' status until the Bid Due Date
& Time listed in the Timeline of Events.
2.2.3.3 `Pending Selection' Status
The solicitation enters `Pending Selection' status on the date listed on the Timeline
of Events. When a solicitation is in `Pending Selection' status, vendors are no
longer able to submit bids in accordance with the Timeline of Events.
2.2.3.4 `Completed/Awarded' Status
The solicitation enters `Completed/Awarded' status after the Notice of Intent to
Award has been published to the Vendor Bid System, in accordance with the
Timeline of Events. This status indicates the MFMP Sourcing event has been
completed and the term `Award' in MFMP Sourcing refers solely to system
function.
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2.2.4 M1FM1P Training
MFMP University offers vendor tnaining materials on the Depa�men�ovveboiha at:
K8F_K8P_Url1v(�,'��11'1s]ty p[Ov|dSS @CCSSS to [SCO[dSd OO|iOS t[@iOiO0S OO @ v@[iSb/ of topics, including
Vendor Registration and Selecting Commodity Codes.
2'2.5 M1FM1P Assistance
Vendors that need assistance using yNFyNP may contact the yNFyNP Customer Service Desk od
O[ (800) 352-3770.
2.2.6 Who May Respond
Manufacturers in good standing with the State of Florida that meet the qualifications ofthe
Scope of Work, and possess the financial capability, experience, and personnel resources to
provide Commodities and services described in this |TB may respond to this bid. Please Note:
There shall be only one bid per manufacturer. Manufacturers may use their distributor network
to fulfill the requirements of the Contract. The manufacturer will be held accountable for
performance under the Contract. The manufacturer may appoint a single dealer ordistributor
as their representative in the solicitation and contract process as certified on the Manufacturer's
Certified Representative Sheet. The servicing dealer will be fully responsible for the fulfillments
of the Contract requirements.
2.2.7 Commitment to Diversity in Government Contracting
The State of Florida is committed to supporting its diverse business industry and population
through ensuring participation by woman-, veteran-, and minority-owned business enterprises in
the economic life of the state. The State of Florida Mentor Prot606 Program connects certified
business enterprises with private corporations for business development mentoring. The
Department strongly encourages firms doing business with the State of Florida to consider
participating in this initiative. More information on the Mentor Prot6g6 Program may be obtained
by COOt@{tiO0 the Office Of Supplier OivS[Sib/ at (850) 487-0915 or
The Department supports diversity in its Procurement Program and requests that all
subcontracting opportunities afforded by this solicitation enthusiastically embrace diversity. The
award of subcontracts should reflect the vast array of citizens in the State of Florida. The
Bidder can contact the Office of Supplier Diversity at (850) 487-0915 for information on certified
business enterprises that may be considered for subcontracting opportunities.
2.2.8 Mandatory Requirements or Conditions
The Department has established certain requirements with respect to bids submitted to
competitive solicitations. The use of''ohaU^. ''nnuot'. or"will" (except to indicate futurity) in this
so|ioitadon, indicates a requirement or condition that is mandatory. Adeviodion from a
mandatory requirement orcondition is material if, in the Department's sole diooretion, the
deficient response is not in substantial accord with the solicitation requirements, provides an
advantage to one Bidder over another, or has a potentially significant effect on the quality of the
response oron the cost b» the Department. The words ''ohou|d^ or''mav^ in this solicitation
indicate desirable attributes or conditions, but are permissive in nature.
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Mail Processing Equipment
2.2.0 How to Submit a Bid
Bidders will submit their bids electronically via MFMP Sourcing. Bidders shall enter all required
attachments and documents electronically in the MFMP Sourcing application during this
solicitation as indicated. The Department will only evaluate bids submitted using MFMP
Sourcing.
Mass produced general information/promotional material about the Bidder that is
prepared/printed for general distribution is not permitted. The emphasis of each bid shall be on
completeness and clarity of content, prepared simply and economically, providing a
straightforward, concise delineation of the Bidder's capabilities to satisfy the requirements of this
solicitation.
By submitting a bid to this solicitation the Bidder agrees to and waives any objections to
requirements contained in the solicitation. By submitting a bid the Bidder certifies that it agrees
to and satisfies all criteria specified in this solicitation.
Bidders that fail to submit all required information in MFMP Sourcing may not be deemed
responsive. Bidders are responsible for submitting their bids in MFMP Sourcing by the date and
time specified in the Timeline of Events of this solicitation. The Department will not consider
late bids.
2.2.10 Contents of Bid
Bidders shall submit all required attachments and documentation via the MFMP Sourcing
application. Failure to submit all of the required attachments and documentation may result in a
determination of Bidder non-responsiveness. Attachments submitted in MFMP Sourcing should
be named similarly to the following file naming conventions:
Example:
JohnDoeLLC ExecutiveSummary.pdf
JohnDoeLLC Attachment_A.pdf
JohnDoeLLC Attach m ent_B.pdf
JohnDoeLLC Attach ment_C.pdf
JohnDoeLLC Attachment_D.pdf
John DoeLLC_PriceSheet Excel (xlsx)
2.2.111 Required Attachments
2.2.11.1 References (Attachment B)
Bidders shall download and complete Attachment B and upload within the MFMP Sourcing
application. Bidder shall provide information for a minimum of three mail processing equipment
contracts (excluding the Department of Management Services), that individually exceed
$100,000.00 (annually), issued between July 1, 2011, and June 30, 2015.
2.2.11.2 Qualification Questions and Required Documents (Attachment C)
Bidders shall download and complete Attachment C and upload within the MFMP Sourcing
application. Bidders are to meet and respond to the qualifications in order to be considered
responsive. The Department may not verify bids from Bidders who answer"No" to any of the
Qualification Questions or do not provide all the required documentation.
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2.2.11.3 Price Sheet (Attachment D)
Bidders shall download and complete Attachment D and upload within the MFMP Sourcing
application. The Core Price Sheet lists thirty-six, forty-eight and sixty month lease terms.
Bidders must submit pricing for all lease terms for each machine bid.
Bidders may submit pricing for multiple machines within the same category. Bidders do not
need to submit pricing for machines in all categories. All prices, shall be submitted as whole in
U.S. Dollars ($USD; e.g., $99,999.00) and ranges shall not be accepted.
Bidders are encouraged but are not required, to bid lease and purchase prices for additional
equipment and supplies on Tab 2, "Non-Core Price Sheet' of Attachment D. This tab will not be
considered in the award for this ITB. Refer to section 3.1 for further information.
2.2.11.4 Vendor Information Form (Attachment E)
The Bidder shall download and complete Attachment E within the MFMP Sourcing application.
2.2.11.5 Ordering Instructions Form (Attachment F)
The Bidder shall download and complete Attachment F and upload within the MFMP Souring
application.
2.2.11.6 Certification of Drug-Free Workplace (Attachment G)
The Bidder shall download and complete Attachment G and upload within the MFMP Sourcing
application.
2.2.111.7 Savings/Price Reduction PUR 7064 (Attachment H)
The Bidder shall download and complete Attachment H and upload within the MFMP Sourcing
application to demonstrate the percent (%) savings in pricing offered compared to the MSRP List
or other usual or customary prices that would be paid by the purchaser without the benefit of a
contract resulting from this bid.
2.2.12 Additional Required Documentation
2.2.12.1 Registration with the Florida Department of State
The Bidder shall include a PDF file of their current and active registration with the Department of
State with their bid submittal. NOTE: Pursuant to section 607.1501, F.S., out-of-state
corporations where required, must obtain a Florida Certificate of Authorization pursuant to
section 607.1503, F.S., from the Florida Department of State, Division of Corporations, to
transact business in the State of Florida. Website: www.sunbiz.org.
2.2.12.2 Florida Substitute Form W-9.
All vendors must register and complete an electronic Florida Substitute Form W-9. The
Internal Revenue Service (IRS) receives and validates the information vendors provide on the
Florida Substitute Form W-9. For instructions on how to complete the Florida Substitute Form
W-9, please visit: I�i�K�s://flvendor.mfloridacfo.com/
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2.2.13 Additional Documentation
2.2.13.1 Manufacturer's Certified Representative Form (Attachment 1)
If the Bidder is a servicing dealer then the bidder shall complete Attachment I and upload within
the MFMP Souring application.
2.2.13.2 Out of State Preference Letter from Attorney (if applicable)
Any Bidder who states that its "principal place of business" is outside of this state shall submit
with its bid in accordance with section 287.084, Florida Statutes, a written opinion of an attorney
at law, licensed to practice law in that foreign state, that contains information explaining the
preferences, any or none, granted by the law of that state to its own business entities whose
principal place(s) of business are in that foreign state in the letting of any or all public contracts.
For the purpose of this ITB, "principal place of business" means the state in which the Bidder's
high-level officers direct, control, and coordinate the Bidder's activities.
2.2.13.3 Preferred Pricing Affidavit (Attachment J)
If awarded a contract, the Bidder agrees to submit the completed Preferred Pricing Affidavit to
the Department at least annually.
2.2.13.4 Quarterly Sales Report (Attachment K)
If awarded a contract, an authorized representative of the Bidder will be required to complete
and
submit a Quarterly Sales Report (Attachment K) to the Department's Contract Manager within
ten business days after the close of each State Fiscal quarter (September 30, December 31,
March 31, and June 30).
2.2.14 Basis for Award
The Contract(s) shall be awarded to the responsive, responsible Bidder(s) with the lowest
average monthly lease price for the initial and renewal terms. The Department intends to award
up to four machines per category. The Department reserves the right to accept or reject any and
all bids, and to waive any minor irregularity, technicality, or omission if the Department
determines that doing so will serve the State's best interest.
2.2.15 Identical Bids
In the event of identical bids where one or more of the Bidders can be awarded but not all, the
Department will select a Bidder based on the criteria identified in Rule 60A-1.011, F.A.C.
2.2.16 Rejection of Bids
Bids that do not meet all requirements, specifications, terms, and conditions of the solicitation or
fail to provide all required information, documents, or materials may be rejected as non-
responsive. Bidders whose bids, references, or current status do not reflect the capability,
integrity, or reliability to fully and in good faith perform the requirements of a contract may be
rejected as not responsible. The Department reserves the right to determine which bids meet
the requirements of this solicitation, and which bidders are responsive and responsible.
2.2.17 Minor Irregularities/Right to Reject
The Department reserves the right to accept or reject any and all bids, or separable portions
thereof, and to waive any minor irregularity, technicality, or omission if the Department
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State Term Contract No. 44102100-17-1
Mail Processing Equipment
determines that doing so shall serve the Department's best interests. The Department may
reject any response not submitted in the manner specified by the solicitation documents.
2.2.18 Redacted Submissions
The following section supplements section 19 of the PUR 1001. If Bidder considers any portion
of the documents, data or records submitted in response to this solicitation to be confidential,
proprietary, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, F.S.,
the Florida Constitution or other authority, Bidder must mark the document as "Confidential" and
simultaneously provide the Department with a separate redacted copy of its response and
briefly describe in writing the grounds for claiming exemption from the public records law,
including the specific statutory citation for such exemption. This redacted copy shall contain the
Department's solicitation name, number, and the Bidder's name on the cover, and shall be
clearly titled "Redacted Copy." The Redacted Copy should only redact those portions of
material that the Bidder claims is confidential, proprietary, trade secret or otherwise not subject
to disclosure.
In the event of a request for public records pursuant to Chapter 119, F.S., the Florida
Constitution or other authority, to which documents that are marked as confidential are
responsive, the Department will provide the Redacted Copy to the requestor. If a requestor
asserts a right to the Confidential Information, the Department will notify the Bidder such an
assertion has been made. It is the Bidder's responsibility to assert that the information in
question is exempt from disclosure under Chapter 119, F.S., or other applicable law. If the
Department becomes subject to a demand for discovery or disclosure of the Confidential
Information of the Bidder in a legal proceeding, the Department shall give the Bidder prompt
notice of the demand prior to releasing the information (unless otherwise prohibited by
applicable law). The Bidder shall be responsible for defending its determination that the
redacted portions of its response are confidential, proprietary, trade secret, or otherwise not
subject to disclosure.
By submitting a bid, the Bidder agrees to protect, defend, and indemnify the Department for any
and all claims arising from or relating to the Bidder's determination that the redacted portions of
its bid are confidential, proprietary, trade secret, or otherwise not subject to disclosure. If Bidder
fails to submit a redacted copy of information it claims is confidential, the Department is
authorized to produce the entire documents, data, or records submitted to the Department in
answer to a public records request for these records.
2.2.19 Additional Information
By submitting a bid, Bidder certifies that it agrees to and satisfies all criteria specified in the ITB.
The Department may request, and Bidder shall provide, additional supporting information or
documentation. Failure to supply supporting information or documentation as required and
requested may result in disqualification of the bid.
Remainder of this page is left intentionally blank
Page 61 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
3 Scope of Work
3.1 Purpose
The purpose of this State Term Contract is to provide state agencies and OEUs a vehicle to acquire
mail processing equipment and related supplies and services. Core products offered under this
Contract is the maintenance and lease of equipment, classified under the following categories:
Category Specifications of Mailing Machine (All must include meter)
Number
1 Mailing machine with capacity to meter between 15 and 20 LPM
with minimum of 2 pound (lb) scale
2 Mailing machine with capacity to meter between 21 LPM and 50
LPM and with sealer, and differential weighing and minimum of 5 lb
scale
3 Mailing machine with capacity to meter between 51 LPM and 100
LPM with sealer, differential weighing and minimum of 5 lb scale
4 Mailing machine with capacity to meter between 100 LPM and 179
LPM with sealer, differential weighing and minimum of 5 lb scale
5 Mailing machine with capacity to meter up to 179 LPM with sealer,
differential weighing, dynamic scale and minimum of 5 lb scale
6 Mailing machine with capacity to meter 180 LPM with sealer,
differential weighing, dynamic scale and minimum of 10 lb scale
Non-core products offered under the Contract are the lease or purchase of equipment classified
under the following categories:
Inserters Openers
Folders Folders-Inserters
Supplies Mail Processing Equipment Accessories
Mail Processing Equipment Software
Only Mail Processing Equipment Accessories, Mail Processing Equipment Software and
Supplies that have connectivity with an item(s) awarded on the core price sheet will be on the
contract. The only non-core service the Department will consider is yearly maintenance for non-
core products. The Department reserves the right to reject any and all items offered as a non-
core product.
3.2 General Requirements
3.2.1 Commodity Standards
All Commodities under this Contract shall conform with and be governed by all applicable
current postal regulations and remain in compliance during the term of this Contract and until
completion of any lease including maintenance or a separate maintenance agreement provided
under this Contract. USPS regulations can be found in the Mailing Standards of the United
States Postal Service Domestic Mail Manual: Commercial Mailing Service at:
Iarxiri 1I1"i,.
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If USPS requirements and standards change during the term of a lease, the Contractor shall
modify the existing equipment or replace the existing equipment to meet the new USPS
requirements at least ten business days prior to the USPS change. The modification or
replacement of equipment shall be completed without cost to Customers.
All Commodities offered under this Contract, except for postage meters, shall be new, unused,
of current production and of the latest design and construction. Used, rebuilt, remanufactured,
shopworn, demonstrator, discontinued or prototype items shall not be offered. Note: It is
understood that some new machines are manufactured from new parts which contain some
recycled raw materials or components but all Commodities are deemed "new" and are fully
warranted against defect. Postage meters rented under this Contract are not required to be new
and the Contractor is responsible for ensuring that they are in proper working order. The
Department reserves the right to request technical literature on any item.
3.2.2 Pricing
The Contractor shall adhere to the prices submitted in the ITB Price Sheet(s), which are
incorporated by reference into the Contract.
Lease prices shall remain firm throughout the lease period and shall include a full-service
maintenance agreement for all equipment for the life of the lease. All prices shall be Free on
Board (FOB) destination delivery, and include installation, warranty, rate change protection, on-
site training and product manuals.
3.2.3 Recall(s)
In the event there is a recall of any of the Commodities, the Contractor shall provide reasonable
assistance to the Department in developing a recall strategy and shall cooperate with the
Department and Customers in monitoring the recall operation and in preparing reports as may
be required. Each Contractor shall, at the request of the Department and/or any Customer,
provide all reasonable assistance in locating and recovering any recalled equipment that is not
in accordance with the requirements of the Contract. Each Contractor shall immediately notify
and provide copies to the Department of any communications relating to recalls with any
Customer. The Contractor, at its own cost, shall ensure defective equipment and supplies are
rectified, replaced or destroyed in compliance with all applicable laws, rules or regulations and
the Department's reasonable instructions.
3.2.4 Contract Warranty
Leased equipment shall be warranted for the life of the lease. Purchased equipment shall be
warranted for a minimum of one year or the manufacturer's standard warranty, whichever is
longer. The warranty period shall commence upon acceptance of equipment by the Customer
as evidenced by a certificate of acceptance form. While a unit is under warranty, all
Commodities must operate in accordance with the manufacturer's standard specifications.
During the warranty period, the Contractor shall provide postage rate protection, software and
firmware updates, and preventative maintenance services. During the warranty period, all
defective or broken parts not caused by accident, neglect, misuse, or abuse shall be repaired or
replaced and all necessary machine adjustments occasioned by such defective or broken parts
shall be performed. All warranty services and products shall be provided at no cost to the
Customer.
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Mail Processing Equipment
Service response time requirements during the warranty period shall be the arrival of a
manufacturer-trained, certified technician on-site within four business hours after notification of a
request for service. A telephone call, unless it results in solving the problem, shall not be
deemed an acceptable service response. The warranty shall include all labor and transportation
resulting from service calls. The Contractor shall maintain service facilities and qualified
personnel to service all equipment in the State of Florida within the required four business hours
response time for the life of the Contract. Each service facility must maintain a sufficient number
of qualified technicians and supply of parts to provide all required services described in the
Scope of Work for the life of the Contract.
If, during the warranty period, malfunctioning equipment cannot be repaired within three
business days after a request for service or in the case of excessive equipment down-time, the
Contractor shall provide the Customer loaner equipment that meets or exceeds specifications of
the Commodity covered by the warranty at no additional cost until the defective unit or entire
system (Customer's choice) is replaced with new equipment. Excessive equipment down-time
is defined as three or more service calls over a ninety day period for repairs to the same piece
of equipment.
The Contractor shall maintain a service log describing which services are performed for each
call. The log shall contain, at a minimum, the machine serial number, location of equipment,
date and time of each service call, the response time and the type of service performed. The
service log shall be made available to the Customer and the Department, upon request.
3.2.5 Replacement Parts
The Contractor shall utilize only factory authorized replacement parts for repair of equipment.
Under no circumstances will the Customer deliver or mail equipment to the Contractor for repair.
Replacement parts will be available for the life of the lease and for at least five years after a
purchase. Replacement parts must be stocked at all service locations.
3.2.6 Customer Service and Administration
The Contractor shall provide Customers all services during standard business hours, Monday
through Friday, 8:OOAM (ET) through 5:OOPM (ET). The following days are observed as
holidays by state agencies:
• New Year's Day
• Birthday of Dr. Martin Luther King, Jr.
• Memorial Day
• Independence Day
• Labor Day
• Veterans' Day
• Thanksgiving Day
• Friday after Thanksgiving
• Christmas Day
If the actual holiday falls on a Saturday, the preceding Friday is observed as a holiday. When a
holiday falls on Sunday, the following Monday is observed as a holiday.
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Mail Processing Equipment
The Contractor shall have a single point of contact to serve as Contract Manager as listed on
the Vendor Information Form. The Contract Manager may support multiple Customers and
must respond to Customer calls and/or emails within twenty-four hours. The Contract Manager
must be able to provide or arrange for all aspects of Customer support and problem resolutions.
Back-up coverage must be provided by an equally knowledgeable person if the Contract
Manager is not able to be reached.
In addition to a dedicated Contract Manager, the Contractor shall provide toll-free Customer
service phone support from 8:00 AM (ET) to 5:00 PM (ET) Monday through Friday, except for
National and State recognized holidays. TDD (Telecommunication Device for the Deaf) access
must be made available during the above named Customer service operating hours.
3.2.7 Routine Communications
All routine communications and reports related to this STC shall be sent to the Department's
Contract Manager. If any information listed on the Vendor Information Form changes during the
life of the Contract, then the Contractor shall update the Vendor Information Form and submit to
the Department's Contract Manager. Communications relating to a specific order should be
addressed to the contact person identified on the order. Communications may be by e-mail,
regular mail, or telephone.
3.2.8 Quote Form
Upon the Customer's request, the Contractor will provide a price quote within three business
days. The Contractor agrees that quotes will be according to the prices, discounts,
requirements, specifications, terms, and conditions of the Contract.
3.2.9 Orders
There shall be no minimum order amount required under this Contract. The Contractor is
required to honor Contract pricing for all orders that are placed prior to the date of expiration of
the Contract.
3.2.10 Invoices
Invoices must clearly identify the contract number, purchase order number if applicable,
equipment serial number, remittance address, Customer name, location of equipment, billing
period and total cost. The Contractor must provide in-house financing for leases. Third party
billing providers/finance companies shall not be authorized for use.
3.2.11 Payments
Payment terms for each lease will be in arrears and may be monthly or quarterly at the ordering
entity's option. Payment for purchased equipment will be processed upon the satisfactory
completion of delivery, installation, training and acceptance. Payment terms for separate
maintenance agreements will be agreed upon by the Contractor and Customer. State agencies
are required to obtain approval from the Department of Financial Services prior to agreeing to
an advance payment in the amount of Category Two (currently $35,000) or more. Payment
shall be made in accordance with sections 215.422 and 287.0585 of the Florida Statutes, which
govern time limits for payment of invoices.
3.2.12 Purchasing Card
The State of Florida has implemented a purchasing card program, using the Visa platform.
Respondents may receive payments via the state's Purchasing Card in the same manner as
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Mail Processing Equipment
any other Visa purchases. Purchasing Card/Visa acceptance for purchase is a mandatory
requirement for this solicitation but is not the exclusive method of payment. If the state changes
its Purchasing Card platform during the term of Contract resulting from the ITB, the Contractor
shall make any necessary changes to accommodate the states new Purchasing Card platform
within 30 days of notification of such change.
3.2.13 Returns
Commodities that are returned due to Contractor error, shall be returned at the Contractor's
expense. The Contractor shall make arrangements to remove the returned Commodities from
the Customer's premises within seven calendar days after notification. Regularly stocked
Commodities that are returned due to Customer error shall be returned at the Customer's
expense without incurring re-stocking fees if returned in original packaging within thirty calendar
days.
3.2.14 Postage Account Requirements
The Contractor shall provide a no-cost option to refill postage meters. The Contractor shall
provide postage account information within seven business days after an order for a postage
meter is placed.
3.2.15 Delivery
The Contract shall include delivery to the Customer, F.O.B. destination freight prepaid. Delivery
shall be within thirty calendar days after receipt of order for standard "in-stock" equipment and
within ninety calendar after receipt of special orders. The Contractor shall notify the Customer
at least seventy-two hours in advance of delivery for equipment. The Contractor shall be
responsible for any damage to buildings or individuals as a result of delivery and installation.
The Contractor shall notify the Customer of any potential delivery delays within five business
days after receiving a purchase order. Evidence of inability to deliver within required times or of
intentional delays shall be cause for Contract cancellation and/or Contractor suspension.
3.2.16 Installation
Contract prices for the purchase or lease of new equipment shall include full installation, making
equipment ready for use, and removal of all packaging debris. Installation shall include the
manufacturer's start-up supplies required for the machine to be fully operational including
but not limited to ink, sealant and labels.
3.2.17 Training
Contract prices for the purchase or lease of new equipment shall include on-site training for
Customers. The Contractor shall provide a minimum of four hours of on-site training for
standard equipment in order to adequately instruct Customers in the use of the equipment.
Training will be performed after installation and prior to actual operation and acceptance. If
requested by the Customer, the Contractor shall provide additional on-site training as needed.
3.2.18 Certificate of Acceptance Form
Upon successful installation of equipment and the minimum on-site training for Customers, the
Contractor shall provide a certificate of acceptance form to the Customer. The serial number of
the main base unit will be the primary serial number used to identify mail processing equipment.
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3.2.10 Equipment Manual
Each machine purchased or leased shall come with one user manual unless the manual is
available on the Contractor's or Manufacturer's website. If the manual is available on the
Contractor's or Manufacturer's website, the Contractor will direct the requesting Customer to the
specific website location. The manual is to include operating instructions, safety precautions
and proper preventative and remedial maintenance for the equipment.
3.2.20 Punch-Out Catalog and Electronic Invoicing
At the State's option, the Contractor may be required to provide an MFMP punch-out catalog.
The punch-out catalog provides an alternative mechanism for suppliers to offer the State of
Florida access to products awarded under the Contract. The punch-out catalog also allows for
direct communication between the MFMP eProcurement System and a supplier's ERP system,
which can reflect real-time product inventory/availability information.
Through utilization of the punch-out catalog model, a Florida buyer will "punch out" to a
supplier's website. Using the search tools on the supplier's Florida punch-out catalog site, the
user selects the desired products and services. When complete, the user exits the supplier's
punch-out catalog site and the shopping cart (full of products and services) is "brought back" to
MFMP. No orders are sent to a supplier when the user exits the supplier's punch-out catalog
site. Instead, the chosen products and services are "brought back" to MFMP as Contract line
items. The user can then proceed through the normal workflow steps, which may include
adding/editing the items to a requisition or a purchase order. An order is not submitted to a
supplier until the buyer actually adds the line items to a requisition and the purchase order is
approved and sent to the supplier.
At the State's option, the Contractor may be required to invoice electronically pursuant to
guidelines of the Department of Management Services. Electronic invoices may be required to
be submitted to the agency through the Ariba Network (AN) in one of three mechanisms as
listed below. Contractors may select the method that best meets their capabilities from the
following list:
• cXML (commerce eXtensible Markup Language)
This standard establishes the data contents required for invoicing via cXML within the
context of an electronic environment. This transaction set can be used for invoicing via
the ASN for catalog and non-catalog products and services. The cXML format is the
Ariba preferred method for elnvoicing.
• EDI (Electronic Data Interchange)
This standard establishes the data contents of the Invoice Transaction Set (810) for use
within the context of an Electronic Data Interchange (EDI) environment. This transaction
set can be used for invoicing via the ASN for catalog and non-catalog products and
services.
• PO Flip via ASN
The online process allows suppliers to submit invoices via the ASN for catalog and non-
catalog products and services. Suppliers have the ability to create an invoice directly
from their Inbox in their ASN account by simply "flipping" the PO into an invoice. This
option does not require any special software or technical capabilities.
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Mail Processing Equipment
For the purposes of this section, the Contractor warrants and represents that it is authorized and
empowered to and hereby grants the state and the third party provider of MFMP, a state
Contractor, the right and license to use, reproduce, transmit, distribute, and publicly display
within the system the information outlined above. In addition, the Contractor warrants and
represents that it is authorized and empowered to and hereby grants the State and the third
party provider the right and license to reproduce and display within the system the Contractor's
trademarks, system marks, logos, trade dress, or other branding designation that identifies the
products made available by the Contractor under the Contract.
The Contractor will work with the MFMP management team to obtain specific requirements for
the punch-out catalog and electronic invoicing.
3.2.21 Performance Bond
If deemed necessary, the Customer may require the Contractor to furnish (without additional
cost) a performance bond, a negotiable irrevocable letter of credit or other form of security for
the faithful performance of work. Determination of the appropriateness and amount of any bond
requirement, is the sole responsibility, and at the sole discretion, of the Customer.
3.2.22 Contract Reporting
The Contractor shall report information on orders received from state agencies and OEUs
associated with this contract.
The Contractor shall submit reports in accordance with the following schedule:
Report Period Covered Due date (s)
MFMP Transaction Report Calendar month 10 business
days after close
of the period
Contract Quarterly Sales State Fiscal Quarter 10 business
Report days after close
of the period
Savings / Price Reductions Required whenever prices 10 business
are established adjusted days after each
action that
adjusts prices
Diversity Report State Fiscal Year 10 business
[submitted to the Customer days after close
(ordering entity)] of the period
Preferred Pricing Affidavit Annual Contract
anniversary
date
Proof of Insurance Annual Upon policy
renewal.
3.2.22.1 MFMP Transaction Fee Reports
The Contractor is required to submit monthly Transaction Fee Reports in electronic format.
Reports are due ten (10) working days after the end of the reporting period. For information on
how to submit Transaction Fee Reports online, please reference the detailed fee reporting
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Mail Processing Equipment
instructions and Bidder training presentations available online at the Transaction Fee Reporting
and Bidder Training subsections under Bidders on the MFMP website: MFMP Transaction Fee
and Reporting. Assistance is also available with the Transaction Fee Reporting System from the
MFMP Customer Service Desk by email at fr f 2 < <, 17���r�ti or
telephone 866-FLA-EPRO (866-352-3776) between the hours of 8:00 AM to 5:30 PM Eastern
Time.
3.2.22.2 Contract Quarterly Sales Report (Attachment K)
The Contractor agrees to submit a Quarterly Sales Report (Attachment K) to the DMS Contract
Manager within ten working business days after the close of each State Fiscal quarter
(September 30, December 31, March 31, and June 30).
Quarterly Reporting periods should coincide with the contract term and should begin the quarter
following contract execution. Reports must be submitted in MS Excel format. The report will
include all sales (orders) from State Agency and Other Eligible Users received (associated with
this contract) during the period. Initiation and submission of the Quarterly Report is the
responsibility of the Contractor without prompting or notification from the DMS Contract
Manager. If no orders are received during the period, the contractor must submit a report stating
that there was no activity. If the Contractor fails to submit two consecutive quarterly sales
reports, the Contract may be terminated for convenience or the Department may choose to not
renew the Contract.
In addition, the Department may require additional Contract sales information such as copies of
purchase orders, or ad hoc sales reports. The Contractor shall submit these specific ad hoc
requests within the specified amount of time as requested by the Department.
3.2.22.3 Diversity Reporting
The State of Florida is committed to supporting its diverse business industry and population
through ensuring participation by minority, women, and veteran owned business enterprises in
the economic life of the State. The State of Florida Mentor Protege Program connects minority-,
women-, and veteran business enterprises with private corporations for business development
mentoring. We strongly encourage firms doing business with the State of Florida to consider this
initiative. For more information on the Mentor Protege Program, please contact the Office of
Supplier Diversity at (850) 487-0915 or email: o.sdhe.1.j�, ,irm„, irm„�„r,11 irii, , irm„.
The Contractor shall report to each Customer (ordering entity)„ spend with certified and other
minority business enterprises. These reports shall include the period covered, the name,
minority code and Federal Employer Identification Number of each minority business utilized
during the period, Commodities and services provided by the minority business enterprise, and
the amount paid to each minority business on behalf of each purchasing agency ordering under
the terms of this Contract.
3.2.22.4 Preferred Pricing Affidavit (Attachment J)
The Contractor is required and agrees to complete and submit the completed Preferred Pricing
Affidavit to the Department at least annually, attesting that the Contractor is in compliance with
the best pricing provision section of the General Contract Conditions.
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3.2.22.5 Ad-hoc Reports
The Contractor is required to submit ad hoc reports within the specified amount of time as
requested by the Department.
3.2.23 Business Review Meetings
In order to maintain the partnership between the Department and the Contractor, each quarter
the Department may request a business review meeting. The business review meeting may
include, but is not limited to, the following:
• Successful completion of deliverables
• Review of Contractor's performance
• Review of minimum required reports
• Addressing of any elevated Customer issues
• Review of continuous improvement ideas that may help lower total costs and/or improve
business efficiencies.
3.2.24 Financial Consequences
Failure to provide service to all specified areas within the required service response time will
result in the following Financial Consequences:
First Financial Second Third Financial
Type Requirement Consequence Financial Consequence
Consequence
Service call for 4 business $100 $250 $500
repair Hours
10 business
Equipment not days after $100 $200 $300
picked up lease
expiration
Machine
replacement with 3 business
new or loaner Days $250 per day $500 per day $1000 per day
equipment if repair
is not available
The Department and Customers reserve the right to withhold payment or implement other
appropriate remedies, such as Contract termination or non-renewal, when the Contractor has
failed to perform/comply with the provisions of the Contract.
3.2.25 Lease Agreements
The Customer may enter into a lease agreement by the issuance of an order. Customers are
not required to sign the Contractor's lease agreement form. In the event an additional
agreement is signed by a Customer in error, it will be considered void and non-binding to the
Customer. Prior to entering into a lease in excess of the annual Category Two threshold, state
agencies must submit a completed "Checklist for Requesting Department of Financial Services
Approval to Lease Equipment (ref. �� r r�lG.or�.a��.``�.��.�.�,.r,� �.��`����.��,,)" to the Department of Financial
,�.,
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Mail Processing Equipment
Services for preapprova|. This form is located at:
C
State agencies shall review the Comptrollers latest memorandum addressing leases and
installment purchase of equipment when considering the leasing of equipment.
3.2.26.1 Available Lease Periods:
i3-YearLease:
A thirty-six month consecutive equipment plan which shall expire at the end of the thirty-six
month period.
ii4-YearLease:
Afortv-ei0ht month consecutive equipment plan which shall expire at the end of the forty-eight
month period.
iii5-YearLease:
A sixty month consecutive equipment plan which shall expire at the end of the sixty month
period.
Lease agreements shall expire upon completion of the specified lease period and shall not be
automatically renewed. No termination notice shall be required bv either party at the end ofthe
lease. All equipment shall be removed from the Customer's location within ten business days
after the expiration of the lease by the Contractor or the Contractor's representative. All
equipment removals shall be coordinated with Customer, and at no costs to the Customer.
The Customer is in no way liable or required to mail, freight or transport any equipment at the
end of the lease. It shall be the Contractor's responsibility to physically remove any and all
equipment from the Customer's location.
3.2'25.2 Renewal of Lease and Maintenance Agreements
Upon mutual agreement of the Customer and Contractor, a lease or separate maintenance
agreement may be extended or renewed during the term of the Contract. Any leases that are in
excess of$35,000 in annual total value will require Department of Financial Services approval
(state agencies only) prior to execution of a new lease agreement, as per Chapter
287.003(2)(a). Florida Statutes.
3.2'25'3 Purchase ofLeased Equipment
Purchase of leased equipment by Customers is permitted under this Contract.
3.2.25.4 Lease Cancellation for Convenience
The initial lease agreement may be cancelled at any time during the lease period by the
Customer. An 18O day cancellation notice will be required of the Customer inwriting. The
equipment will be returned to the Contractor with transportation and any removal charges paid
by the Customer with no additional payments due from the Customer.
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3.2.25.5 Lease Cancellation for Non-Performance
Lease agreements may be cancelled during the lease period for non-performance related
issues. If the Customer requests removal of leased equipment, the Contractor will cancel the
lease effective immediately with no additional payments due from the Customer. Equipment will
be removed from the Customer site within ten business days of such written notice at no cost to
the Customer.
3.2.25.6 Leased Equipment Risk of Loss or Damage
Upon acceptance of equipment, the Customer shall be responsible for ensuring all leased
equipment from the risk of loss or damage for the life of the lease.
3.2.26 Price Adjustments
Prices may be adjusted twice during the initial term and twice during the renewal term based on
the percent change (up or down) of the Producers Price Index (PPI). Price adjustments
correlate with the PPI Series ID PCU3333183333183A, Other Commercial and Service Industry
Machinery Manufacturers, Mailing, Letter handling, and addressing machines, except parts and
attachments as published by the Bureau of Labor Statistics, in the Department of Labor,
Washington, DC 20212. These reports are accessible at the following website:
http://www.bls.gov/data/.
When requesting a price increase, the Contractor may submit a justification in writing to the
Contract Manager detailing the reasons for the price adjustment request and demonstrating the
calculable change in PPI that supports a price adjustment. The requested adjustment for a
price increase may not exceed the percentage change of the PPI the preceding twelve months
prior to the adjustment. The Department reserves the exclusive right to accept or reject any
request for a price adjustment. Price adjustments may be effective only upon written approval
by the Department and may not be applied retroactively.
The Department reserves the right to request price decreases at any time during the term of the
Contract if it's found to be in the best interest of the State.
3.2.27 Product Adjustments
Requested product changes due to model upgrades must be approved by the Department and
added to the contract before being offered to Customers.
3.2.28 Survivability
Lease agreements and the terms of this Contract under which those lease agreements were
made during the term of the Contract will survive the term of the Contract through to the
completion of the term of the Lease.
3.2.29 Environmental Considerations
The State supports and encourages initiatives to protect and preserve our environment. The
Contractor shall have a plan to support the procurement of products and materials with recycled
content, and the intent of Section 287.045, Florida Statutes. The Contractor shall also provide a
plan for reduction and / or handling of any hazardous waste generated by the Contractor's
company. Reference Rule 62-730.160, Florida Administrative Code. It is a requirement of the
Florida Department of Environmental Protection that a generator of hazardous waste materials
that exceeds a certain threshold have a valid and current Hazardous Waste Generator
Page 72 of 74
State Term Contract No. 44102100-17-1
Mail Processing Equipment
Identification Number. This identification number shall be provided as part of the Contractor's
explanation of its company's hazardous waste plan and shall explain in detail its handling and
disposal of this waste.
In its plan, the Contractor shall describe what efforts the Contractor's company will take to
encourage the participation and support of these and other environmental programs and reduce
the impact of purchasing mail processing equipment in the State of Florida. If applicable, the
Contractor shall include its plans for utilizing reusable totes for delivery, reduced packaging
programs, use of alternative fuel or higher fuel efficient delivery vehicles, programs to reduce
vehicle miles through order consolidations/ incentives, user education programs for more
environmental friendly products and product take-back programs.
3.2.30 Location and Moving of Leased Equipment
The Customer shall notify the Contractor any time leased equipment is relocated to another
location. Relocation of leased equipment within the same building shall be performed by the
Contractor at no charge. Relocation of leased equipment within the same complex shall be done
at no charge unless equipment must be moved by vehicle to another building and then a
standard industry charge is allowed.
3.2.31 Option to Purchase
The option to purchase instead of leasing equipment is permitted under with this Contract.
Postage meters may only be rented.
3.2.32 Optional Related Accessories and Supplies
The Customer may purchase equipment without optional related accessories, or may choose to
purchase any individual or combination of machines, accessories, supplies or software offered
on the non-core price sheet under the terms of this Contract.
3.2.33 Other Fees and Charges
Additional fees including but not limited to, property taxes, delivery charges, pick-up charges,
fuel surcharges, interest fees, late payment fees (if paid within thirty days of the invoice date), or
removal charges are not permitted under this Contract.
Remainder of this page is left intentionally blank
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State Term Contract No. 44102100-17-1
Mail Processing Equipment
4 List of Attachments
Attachment A Timeline of Events
Attachment B References
Attachment C Qualification Questions and Required Documents
Attachment D Price Sheet
Attachment E Vendor Information Form
Attachment F Ordering Instructions Form
Attachment G Certification of Drug-Free Workplace
Attachment H Savings/Price Reduction PUR 7064
Attachment I Manufacturer's Certified Representative Form
Attachment J Preferred Pricing Affidavit
Attachment K Quarterly Sales Report
Attachment L Draft Contract
Attachment M General Contract Conditions
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Department of
MANAGEMENT
SERVICES I
We serve those who serve Florida
AMENDMENT NO.: 2
Contract Renewal
Contract No.: 44102100-17-1
Contract Name: Mail Processing Equipment
This Amendment ("Amendment"), effective as of February 20, 2022, to the Mail Processing
Equipment Contract No. 44102100-17-1 ("Contract"), is between the State of Florida,
Department of Management Services("Department")and Pitney Bowes Inc. ("Contractor'),
collectively referred to herein as the "Parties." All capitalized terms used herein shall have the
meaning assigned to them in the Contract unless otherwise defined herein.
WHEREAS,the Department awarded the above-referenced Contract to Pitney Bowes Inc. for
the provisions of mail processing equipment;
WHEREAS,the Parties agreed that the Contract may be amended by mutual agreement as
provided in the "Renewal Term" section of the Contract;
WHEREAS,the Parties executed the first Amendmentto the Contract on September 23, 2021;
WHEREAS,the Parties agree to renew the Contract as provided in the Renewal Term section
of the Contract.
THEREFORE, in consideration of the mutual promises contained below, and other good and
valuable consideration, receipt, and sufficiency of which are hereby acknowledged, the Parties
agree to the following:
I. Contract Amendment.
a) Contract Exhibit D,Additional Special Contract Conditions, is hereby added in its
entirety and incorporated into the Contract by reference herein.
b) Contract Exhibit A, General Contract Conditions, is hereby deleted and replaced
in its entirety with the attached Exhibit A, Special Contract Conditions, which is
incorporated into the Contract by reference herein. Any and all references in the
Contract to the General Contract Conditions shall, upon the amendment effective
date, be a reference to the attached and incorporated Exhibit A, Special Contract
Conditions.
c) Contract Exhibit C, Price Sheet, is hereby deleted and replaced in its entirety with
the attached Exhibit C, Price Sheet, which is incorporated into the Contract by
reference herein.
d) Section III of the Contract is hereby deleted and replaced with the following:
Mail Processing Equipment Page 1 of 3
State Term Contract No.: 44102100-17-1
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Department of
MANAGEMENT
SERVICES I
We serve those who serve Florida
AMENDMENT NO.: 2
Contract Renewal
Contract No.: 44102100-17-1
Contract Name: Mail Processing Equipment
III. Contract
As used in this document, "Contract' (whether or not capitalized) shall, unless the
context requires otherwise, include this document and all incorporated Exhibits,
which set forth the entire understanding of the Parties and supersedes all prior
agreements. All modifications to this Contract must be in writing and signed by all
Parties.
All Exhibits attached and listed below are incorporated in their entirety into, and
form part of this Contract. The Contract Exhibits shall have priority in the order
listed:
a) Exhibit D: Additional Special Contract Conditions
b) Exhibit A: Special Contract Conditions
c) Exhibit B: ITB 22-44102100-Z and any addenda in reverse order of issuance
d) Exhibit C: Price Sheet
II. Contract Renewal. Pursuant to the Renewal Term section of the Contract,the State Term
Contract No.44102100-17-1 is renewed for a period of five years with a new contract expiration
date of February 19, 2027, under the same terms and conditions, except as amended herein.
III. Conflict. To the extent any of the terms of this Amendment conflictwith the terms of the
Contract, the terms of this Amendment shall control.
IV. Warranty of Authority. Each person signing this Amendment warrants that he or she is
duly authorized to do so and to bind the respective party.
V. Effect. This Amendment and all its Exhibitis are hereby made a part of the Contract. Unless
otherwise modified by this Amendment, all terms and conditions contained in the Contract shall
continue in full force and effect.
IN WITNESS THEREOF,the Parties hereto have caused this Amendment,which includes the
attached and incorporated Exhibits, to be executed by their undersigned officials as duly
authorized. This Amendment is not valid and binding until signed and dated by the Parties.
Mail Processing Equipment Page 2 of 3
State Term Contract No.: 44102100-17-1
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Department of
MANAGEMENT
SERVICES I
We serve those who serve Florida
AMENDMENT NO.: 2
Contract Renewal
Contract No.: 44102100-17-1
Contract Name: Mail Processing Equipment
State of Florida: Contractor:
Department of Management Services Pitney Bowes Inc.
By: By:
Name: J.Todd Inman Name: Dean Merriott
Title: Secretary Title: Major Account Manager
Date: Date:
Mail Processing Equipment Page 3 of 3
State Term Contract No.: 44102100-17-1
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Department MANAGEiEEST
SERVICES
We serve those who serve Florida
AMENDMENT NO.:2
Contract Renewal
Contract No.: 44102100-17-1
Contract Name:Mail Processing Equipment
State of Florida:A Contractor:
Department of agement Services Pitney Bowes Inc.
By: ._..._.. �.�. � _ BY: .. , .. .
Name J.Todd Inman Name: Dean Merriott
Title: ,Secretary Title: Major Account Manager
Date: Date: 12/02/2021
Mail Processing Equipment Page 3 of 3
State Term Contract No.: 441 021 00-1 7-1
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Department of
ME T
MANAGE 7 NJ
SERVICES
We serve those who serve Florida
EXHIBIT D
ADDITIONAL SPECIAL CONTRACT CONDITIONS
A. Special Contract Conditions revisions: the corresponding subsections of the Special
Contract Conditions referenced below are replaced in their entirety with the following:
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in whole
or in part only as set forth in the Contract documents, and in accordance with section
287.057(14), F.S.
2.3.1 Suspension of Work.
For purchases only, the Department may, at its sole discretion, suspend any or all activities
under the Contract, at any time, when it is in the best interest of the State of Florida to do so.
For leases only, any suspension of work shall be in accordance with Amendment 1, of this
Contract.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliancewith the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and allow
Contractor 30 calendar days to correct such noncompliance for default before the Contract
is terminated; or
(c) take other action deemed appropriate by the Department.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section 287.057(24),
F.S. All payments issued by Customers to registered Vendors for purchases of commodities
or contractual services will be assessed Transaction Fees as prescribed by rule 60A-1.031,
F.A.C., or as may otherwise be established by law. Vendors must pay the Transaction Fees
and agree to automatic deduction of the Transaction Fees when automatic deduction
becomes available. Vendors will submit any monthly reports required pursuant to the rule. All
such reports and payments will be subject to audit. Failure to comply with the payment of the
Transaction Fees or reporting of transactions will constitute grounds for declaring the Vendor
in default and subject the Vendor to exclusion from business with the State of Florida.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of federal,
state, and local agencies having jurisdiction and authority. For example, the Contractor must
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comply with section 274A of the Immigration and Nationality Act, the Americans with
Disabilities Act, Health Insurance Portability and Accountability Act, if applicable, and all
prohibitions against discrimination on the basis of race, religion, sex, creed, national origin,
handicap, marital status, or veteran's status. The provisions of subparagraphs 287.058(1)(a)-
(c)and (g), F.S., are hereby incorporated by reference.
Nothing contained within this Contract shall be construed to prohibit the Contractor from
disclosing information relevant to performance of the Contractor purchase order to members
or staff of the Florida Senate or Florida House of Representatives.
Pursuant to section 287.057(26), F.S., the Contractor shall answer all questions of, and
ensure a representative will be available to, a continuing oversight team.
The Contractor will comply with all applicable disclosure requirements set forth in section
286.101, F.S. In the event the Department of Financial Services issues the Contractor a final
order determining a third or subsequent violation pursuant to section 286.101(7)(c), F.S., the
Contractor shall immediately notify the Department and applicable Customers and shall be
disqualified from Contract eligibility.
5.4 Convicted, Discriminatory,Antitrust Violator, and Suspended Vendor Lists.
In accordance with sections 287.133, 287.134, and 287.137, F.S., the Contractor is hereby
informed of the provisions of sections 287.133(2)(a), 287.134(2)(a), and 287.137(2)(a), F.S.
For purposes of this Contract, a person or affiliate who is on the Convicted Vendor List, the
Discriminatory Vendor List, or the Antitrust Violator Vendor List may not perform work as a
contractor, supplier, subcontractor, or consultant under the Contract. The Contractor must
notify the Department if it or any of its suppliers, subcontractors, or consultants have been
placed on the Convicted Vendor List, the Discriminatory Vendor List, or the Antitrust Violator
Vendor List during the term of the Contract.
In accordance with section 287.1351, F.S., a vendor placed on the Suspended Vendor List
may not enter into or renew a contract to provide any goods or services to an agency after its
placement on the Suspended Vendor List.
A firm or individual placed on the Suspended Vendor List pursuant to section 287.1351, F.S.,
the Convicted Vendor List pursuant to section 287.133, F.S., the Antitrust Violator Vendor List
pursuant to section 287.137, F.S., or the Discriminatory Vendor List pursuant to section
287.134, F.S., is immediately disqualified from Contract eligibility.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its duty
to cooperate with the Inspector General in any investigation, audit, inspection, review, or
hearing. Upon request of the Inspector General or any other authorized State official, the
Contractor must provide any information the Inspector General deems relevant. Such
information may include, but will not be limited to, the Contractor's business or financial
records, documents, or files of any type or form that refer to or relate to the Contract. The
Contractorwill retain such recordsforthe longer of fiveyears afterthe expiration ortermination
of the Contract, or the period required by the General Records Schedules maintained by the
Florida Department of State, at the Department of State's Records Management website. The
Contractor agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for investigations
of the Contractor's compliance with the terms of this or any other agreement between the
Contractor and the State of Florida which results in the suspension or debarment of the
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Contractor. Such costs will include but will not be limited to: salaries of investigators, including
overtime; travel and lodging expenses; and expert witness and documentary fees. The
Contractor agrees to impose the same obligations to cooperate with the Inspector General
and retain records on any subcontractors used to provide goods or services under the
Contract.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers,employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney's fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor's
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer shall provide
the Contractor (1)written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor's sole expense, and (3)
assistance in defending the action at Contractor's sole expense.
8.1.1 Termination of Contract.
The Department may terminate the Contract for refusal by the Contractor to comply with this
section by not allowing access to all public records, as defined in Chapter 119, F.S., made or
received by the Contractor in conjunction with the Contract unless the records are exempt
from s. 24(a) of Art. I of the State Constitution and section 119.071(1), F.S.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor acting on
behalf of a public agency, as defined in section 119.011(2), F.S., the following applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN
OF PUBLIC RECORDS AT , (850)
487-1082 OR 4050 ESPLANADE WAY, SUITE 160, TALLAHASSEE,
FLORIDA 32399-0950.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor acting on
behalf of a public agency as defined in section 119.011(2)7 F.S., the Contractor shall:
(a) Keep and maintain public records required by the public agency to perform the service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
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within a reasonable time at a cost that does not exceed the cost provided in Chapter 119,
F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure are not disclosed except as authorized by law for the duration of the Contract term
and following the completion of the Contract if the Contractor does not transfer the records to
the public agency.
(d) Upon completion of the Contract,transfer, at no cost,to the public agency all public records
in possession of the Contractor or keep and maintain public records required by the public
agency to perform the service. If the Contractor transfers all public records to the public
agency upon completion of the Contract, the Contractor shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon completion of the
Contract, the Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the public agency, upon request from the
public agency's custodian of public records, in a format that is compatible with the information
technology systems of the public agency.
SECTION 9. DATA SECURITY
The Contractor will maintain the security of State of Florida data including, but not limited to,
maintaining a secure area around any displayed visible data and ensuring data is stored and
secured when not in use. Unless otherwise agreed in writing, the Contractor and
subcontractors will not perform any of the services from outside of the United States, and the
Contractor will not allow any State of Florida data to be sent by any medium, transmitted, or
accessed outside the United States. In the event of a security breach involving State of Florida
data, the Contractor shall give notice to the Customer and the Department within 48 hours.
"Security breach"for purposes of this section will referto a confirmed event that compromises
the confidentiality, integrity, or availability of data. Once a data breach has been contained,
the Contractor must provide the Department with a post-incident report documenting all
containment, eradication, and recovery measures taken. The Department reserves the right
in its sole discretion to enlist a third party to audit Contractor's findings and produce an
independent report, and the Contractor will fully cooperate with the third party. The Contractor
will also comply with all HIPAA requirements and any other state and federal rules and
regulations regarding security of information.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract(e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor,then the Department or Customer will notify the
Contractor. The correction must be made within 30 calendar days. The Contractor must
provide the Department or Customer with a corrective action plan describing how the
Contractor will address all performance deficiencies identified by the Department or
Customer.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits of
the Contractor and subcontractors as determined by the Department. The Department may
conduct an audit and review all the Contractor's and subcontractors' data and records that
directly relate to the Contract. To the extent necessary to verify the Contractor's fees and
claims for payment under the Contract, the Contractor's agreements or contracts with
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subcontractors, partners, or agents of the Contractor, pertaining to the Contract, may be
inspected by the Department upon fifteen (15) calendar days' notice, during normal working
hours and in accordance with the Contractor's facility access procedures where facility access
is required. Release statements from its subcontractors, partners, or agents are not required
for the Department or its designee to conduct compliance and performance audits on any of
the Contractor's contracts relating to this Contract. The Inspector General, in accordance with
section 5.6, the State of Florida's Chief Financial Officer,and the Office of the Auditor General
shall also have authority to perform audits and inspections.
13.2 E-Verify.
The Contractor and its subcontractors have an obligation to utilize the U.S. Department of
Homeland Security's(DHS) E-Verify system for all newly hired employees in accordancewith
section 448.095, F.S. By executing this Contract, the Contractor certifies that it is registered
with, and uses, the E-Verify system for all newly hired employees in accordance with section
448.095, F.S. The Contractor must obtain an affidavitfrom its subcontractors in accordance
with paragraph (2)(b) of section 448.095, F.S., and maintain a copy of such affidavit for the
duration of the Contract. The Contractor shall provide a copy of its DHS Memorandum of
Understanding (MOU) to the Department's Contract Manager within five days of Contract
execution.
This section serves as notice to the Contractor regarding the requirements of section 448.095,
F.S., specifically sub-paragraph (2)(c)1, and the Department's obligation to terminate the
Contract if it has a good faith belief that the Contractor has knowingly violated section
448.09(1), F.S. If terminated for such reason, the Contractor will not be eligible for award of a
public contract for at least one year after the date of such termination. The Department will
promptly notify the Contractor and order the immediate termination of the contract between
the Contractor and a subcontractor performing work on its behalf for this Contract should the
Department have a good faith belief that the subcontractor has knowingly violated section
448.09(1), F.S.
B. Special Contract Conditions additions: the following subsection is added to the Special
Contract Conditions:
12.3 Document Inspection.
In accordance with section 216.1366, F.S., the Department or a state agency is authorized to
inspect the: (a) financial records, papers, and documents of the Contractor that are directly
related to the performance of the Contract or the expenditure of state funds; and (b)
programmatic records, papers, and documents of the Contractor which the Department or
state agency determines are necessary to monitor the performance of the Contract or to
ensure that the terms of the Contract are being met. The Contractor shall provide such
records, papers, and documents requested by the Department or a state agency within 10
Business Days after the request is made.
C. Special Contract Conditions deletions: the following subsections are deleted in their
entirety from the Special Contract Conditions:
3.2.2 Preferred Pricing.
Intentionally left blank.
7.2 General Liability Insurance.
Intentionally left blank.
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7.4 Performance Bond.
Intentionally left blank.
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SPECIAL CONTRACT CONDITIONS
JULY 1, 2019 VERSION
Table of Contents
SECTION 1. DEFINITION...........................................................................................................................2
SECTION 2. CONTRACT TERM AND TERMINATION.................................................................................2
SECTION 3. PAYMENT AND FEES.............................................................................................................3
SECTION 4. CONTRACT MANAGEMENT..................................................................................................4
SECTION 5. COMPLIANCE WITH LAWS....................................................................................................6
SECTION 6. MISCELLANEOUS..................................................................................................................7
SECTION 7. LIABILITY AND INSURANCE........................................................................................................... 9
SECTION 8. PUBLIC RECORDS,TRADE SECRETS, DOCUMENT MANAGEMENT,AND INTELLECTUAL
PROPERTY..............................................................................................................................................10
SECTION 9. DATA SECURITY..................................................................................................................12
SECTION 10.GRATUITIES, LOBBYING,AND COMMUNICATIONS..........................................................13
SECTION 11.CONTRACT MONITORING. ...............................................................................................14
SECTION 12. CONTRACT AUDITS...........................................................................................................15
SECTION 13. BACKGROUND SCREENING AND SECURITY......................................................................16
SECTION 14.WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM....................................................17
In accordance with Rule 60A-1.002(7), F.A.C., Form PUR 1000 is included
herein by reference but is superseded in its entirety by these Special
Contract Conditions.
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SECTION 1. DEFINITION.
The following definition applies in addition to the definitions in Chapter 287, Florida
Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
1.1 Customer.
The agency or eligible user that purchases commodities or contractual services pursuant
to the Contract.
SECTION 2. CONTRACT TERM AND TERMINATION.
2.1 Initial Term.
The initial term will begin on the date set forth in the Contract documents or on the date
the Contract is signed by all Parties, whichever is later.
2.2 Renewal.
Upon written agreement, the Department and the Contractor may renew the Contract in
whole or in part only as set forth in the Contract documents, and in accordance with
section 287.057(13), F.S.
2.3 Suspension of Work and Termination.
2.3.1 Suspension of Work.
The Department may, at its sole discretion, suspend any or all activities under the
Contract, at any time, when it is in the best interest of the State of Florida to do so. The
Customer may suspend a resulting contract or purchase order, at any time, when in the
best interest of the Customer to do so. The Department or Customer will provide the
Contractor written notice outlining the particulars of the suspension. After receiving a
suspension notice, the Contractor must comply with the notice and will cease the
performance of the Contract or purchase order. Suspension of work will not entitle the
Contractor to any additional compensation. The Contractor will not resume performance
of the Contract or purchase order until so authorized by the Department.
2.3.2 Termination for Convenience.
The Contract may be terminated by the Department in whole or in part at any time, in the
best interest of the State of Florida. If the Contract is terminated before performance is
completed, the Contractor will be paid only for that work satisfactorily performed for
which costs can be substantiated. Such payment, however, may not exceed an amount
which is the same percentage of the Contract price as the amount of work satisfactorily
performed. All work in progress will become the property of the Customer and will be
turned over promptly by the Contractor.
2.3.3 Termination for Cause.
If the performance of the Contractor is not in compliance with the Contract requirements
or the Contractor has defaulted, the Department may:
(a) immediately terminate the Contract;
(b) notify the Contractor of the noncompliance or default, require correction, and specify
the date by which the correction must be completed before the Contract is terminated; or
(c) take other action deemed appropriate by the Department.
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SECTION 3. PAYMENT AND FEES.
3.1 Pricing.
The Contractor will not exceed the pricing set forth in the Contract documents.
3.2 Price Decreases.
The following price decrease terms will apply to the Contract:
3.2.1 Quantity Discounts. Contractor may offer additional discounts for one-time delivery
of large single orders;
3.2.2 Preferred Pricing. The Contractor guarantees that the pricing indicated in this
Contract is a maximum price. Additionally, Contractor's pricing will not exceed the pricing
offered under comparable contracts. Comparable contracts are those that are similar in
size, scope, and terms. In compliance with section 216.0113, F.S., Contractor must
annually submit an affidavit from the Contractor's authorized representative attesting that
the Contract complies with this clause.
3.2.3 Sales Promotions. In addition to decreasing prices for the balance of the Contract
term due to a change in market conditions, the Contractor may conduct sales
promotions involving price reductions for a specified lesser period. The Contractor must
submit documentation identifying the proposed: (1) starting and ending dates of the
promotion, (2) commodities or contractual services involved, and (3) promotional prices
compared to then-authorized prices.
3.3 Payment Invoicing.
The Contractor will be paid upon submission of invoices to the Customer after delivery
and acceptance of commodities or contractual services is confirmed by the Customer.
Invoices must contain sufficient detail for an audit and contain the Contract Number and
the Contractor's Federal Employer Identification Number.
3.4 Purchase Order.
A Customer may use purchase orders to buy commodities or contractual services
pursuant to the Contract and, if applicable, the Contractor must provide commodities or
contractual services pursuant to purchase orders. Purchase orders issued pursuant to
the Contract must be received by the Contractor no later than the close of business on
the last day of the Contract's term. The Contractor is required to accept timely purchase
orders specifying delivery schedules that extend beyond the Contract term even when
such extended delivery will occur after expiration of the Contract. Purchase orders shall
be valid through their specified term and performance by the Contractor, and all terms
and conditions of the Contract shall survive the termination or expiration of the Contract
and apply to the Contractor's performance. The duration of purchase orders for recurring
deliverables shall not exceed the expiration of the Contract by more than twelve months.
Any purchase order terms and conditions conflicting with these Special Contract
Conditions shall not become a part of the Contract.
3.5 Travel.
Travel expenses are not reimbursable unless specifically authorized by the Customer in
writing and may be reimbursed only in accordance with section 112.061, F.S.
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3.6 Annual Appropriation.
Pursuant to section 287.0582, F.S., if the Contract binds the State of Florida or an
agency for the purchase of services or tangible personal property for a period in excess
of one fiscal year, the State of Florida's performance and obligation to pay under the
Contract is contingent upon an annual appropriation by the Legislature.
3.7 Transaction Fees.
The State of Florida, through the Department of Management Services, has instituted
MyFloridaMarketPlace, a statewide eProcurement system pursuant to section
287.057(22), F.S. All payments issued by Customers to registered Vendors for
purchases of commodities or contractual services will be assessed Transaction Fees as
prescribed by rule 60A-1.031, F.A.C., or as may otherwise be established by law.
Vendors must pay the Transaction Fees and agree to automatic deduction of the
Transaction Fees when automatic deduction becomes available. Vendors will submit any
monthly reports required pursuant to the rule. All such reports and payments will be
subject to audit. Failure to comply with the payment of the Transaction Fees or reporting
of transactions will constitute grounds for declaring the Vendor in default and subject the
Vendor to exclusion from business with the State of Florida.
3.8 Taxes.
Taxes, customs, and tariffs on commodities or contractual services purchased under the
Contract will not be assessed against the Customer or Department unless authorized by
Florida law.
3.9 Return of Funds.
Contractor will return any overpayments due to unearned funds or funds disallowed
pursuant to the terms of the Contract that were disbursed to the Contractor. The
Contractor must return any overpayment within forty (40) calendar days after either
discovery by the Contractor, its independent auditor, or notification by the Department or
Customer of the overpayment.
SECTION 4. CONTRACT MANAGEMENT.
4.1 Composition and Priority.
The Contractor agrees to provide commodities or contractual services to the Customer
as specified in the Contract. Additionally, the terms of the Contract supersede the terms
of all prior agreements between the Parties on this subject matter.
4.2 Notices.
All notices required under the Contract must be delivered to the designated Contract
Manager in a manner identified by the Department.
4.3 Department's Contract Manager.
The Department's Contract Manager, who is primarily responsible for the Department's
oversight of the Contract, will be identified in a separate writing to the Contractor upon
Contract signing in the following format:
Department's Contract Manager Name
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Department's Name
Department's Physical Address
Department's Telephone#
Department's Email Address
If the Department changes the Contract Manager, the Department will notify the
Contractor. Such a change does not require an amendment to the Contract.
4.4 Contractor's Contract Manager.
The Contractor's Contract Manager, who is primarily responsible for the Contractor's
oversight of the Contract performance, will be identified in a separate writing to the
Department upon Contract signing in the following format:
Contractor's Contract Manager Name
Contractor's Name
Contractor's Physical Address
Contractor's Telephone#
Contractor's Email Address
If the Contractor changes its Contract Manager, the Contractor will notify the
Department. Such a change does not require an amendment to the Contract.
4.5 Diversity.
4.5.1 Office of Supplier Diversity.
The State of Florida supports its diverse business community by creating opportunities
for woman-, veteran-, and minority-owned small business enterprises to participate in
procurements and contracts. The Department encourages supplier diversity through
certification of woman-, veteran-, and minority-owned small business enterprises and
provides advocacy, outreach, and networking through regional business events. For
additional information, please contact the Office of Supplier Diversity (OSD) at
osdinfo@dms.myflorida.com.
4.5.2 Diversity Reporting.
Upon request, the Contractor will report to the Department its spend with business
enterprises certified by the OSD. These reports must include the time period covered,
the name and Federal Employer Identification Number of each business enterprise
utilized during the period, commodities and contractual services provided by the
business enterprise, and the amount paid to the business enterprise on behalf of each
agency purchasing under the Contract.
4.6 RESPECT.
Subject to the agency determination provided for in section 413.036, F.S., the following
statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES THAT ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM A NONPROFIT AGENCY FOR THE BLIND OR FOR THE
SEVERELY HANDICAPPED THAT IS QUALIFIED PURSUANT TO CHAPTER 413,
FLORIDA STATUTES, IN THE SAME MANNER AND UNDER THE SAME
PROCEDURES SET FORTH IN SECTION 413.036(1) AND (2), FLORIDA STATUTES;
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AND FOR PURPOSES OF THIS CONTRACT THE PERSON, FIRM, OR OTHER
BUSINESS ENTITY CARRYING OUT THE PROVISIONS OF THIS CONTRACT SHALL
BE DEEMED TO BE SUBSTITUTED FOR THE STATE AGENCY INSOFAR AS
DEALINGS WITH SUCH QUALIFIED NONPROFIT AGENCY ARE CONCERNED.
Additional information about RESPECT and the commodities or contractual services it
offers is available at lip,tt11�,.................................................w,,,,!r ,a; , !2ff1, irii, ,,,,,q!g,
4.7 PRIDE.
Subject to the agency determination provided for in sections 287.042(1) and 946.515,
F.S., the following statement applies:
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ANY ARTICLES WHICH ARE
THE SUBJECT OF, OR REQUIRED TO CARRY OUT, THIS CONTRACT SHALL BE
PURCHASED FROM THE CORPORATION IDENTIFIED UNDER CHAPTER 946, F.S.,
IN THE SAME MANNER AND UNDER THE SAME PROCEDURES SET FORTH IN
SECTION 946.515(2) AND (4), F.S.; AND FOR PURPOSES OF THIS CONTRACT THE
PERSON, FIRM, OR OTHER BUSINESS ENTITY CARRYING OUT THE PROVISIONS
OF THIS CONTRACT SHALL BE DEEMED TO BE SUBSTITUTED FOR THIS
AGENCY INSOFAR AS DEALINGS WITH SUCH CORPORATION ARE CONCERNED.
Additional information about PRIDE and the commodities or contractual services it offers
Is available at
SECTION 5. COMPLIANCE WITH LAWS.
5.1 Conduct of Business.
The Contractor must comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor must comply with section 274A of the Immigration and Nationality Act, the
Americans with Disabilities Act, Health Insurance Portability and Accountability Act, if
applicable, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran's status. The provisions of
subparagraphs 287.058(1)(a)-(c), and (g), F.S., are hereby incorporated by reference.
5.2 Dispute Resolution, Governing Law, and Venue.
Any dispute concerning performance of the Contract shall be decided by the
Department's designated Contract Manager, who will reduce the decision to writing and
serve a copy on the Contractor. The decision of the Contract Manager shall be final and
conclusive. Exhaustion of this administrative remedy is an absolute condition precedent
to the Contractor's ability to pursue legal action related to the Contract or any other form
of dispute resolution. The laws of the State of Florida govern the Contract. The Parties
submit to the jurisdiction of the courts of the State of Florida exclusively for any legal
action related to the Contract. Further, the Contractor hereby waives all privileges and
rights relating to venue it may have under Chapter 47, F.S., and all such venue
privileges and rights it may have under any other statute, rule, or case law, including, but
not limited to, those based on convenience. The Contractor hereby submits to venue in
the county chosen by the Department.
5.3 Department of State Registration.
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Consistent with Title XXXVI, F.S., the Contractor and any subcontractors that assert
status, other than a sole proprietor, must provide the Department with conclusive
evidence of a certificate of status, not subject to qualification, if a Florida business entity,
or of a certificate of authorization if a foreign business entity.
5.4 Suspended, Convicted, and Discriminatory Vendor Lists.
In accordance with sections 287.042, 287.133, and 287.134, F.S., an entity or affiliate
who is on the Suspended Vendor List, Convicted Vendor List, or Discriminatory Vendor
List may not perform work as a contractor, supplier, subcontractor, or consultant under
the Contract. The Contractor must notify the Department if it or any of its suppliers,
subcontractors, or consultants have been placed on the Suspended Vendor List,
Convicted Vendor List, or Discriminatory Vendor List during the term of the Contract.
5.5 Scrutinized Companies - Termination by the Department.
The Department may, at its option, terminate the Contract if the Contractor is found to
have submitted a false certification as provided under section 287.135(5), F.S., or been
placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in
business operations in Cuba or Syria, or to have been placed on the Scrutinized
Companies that Boycott Israel List or is engaged in a boycott of Israel.
5.6 Cooperation with Inspector General and Records Retention.
Pursuant to section 20.055(5), F.S., the Contractor understands and will comply with its
duty to cooperate with the Inspector General in any investigation, audit, inspection,
review, or hearing. Upon request of the Inspector General or any other authorized State
official, the Contractor must provide any information the Inspector General deems
relevant to the Contractor's integrity or responsibility. Such information may include, but
will not be limited to, the Contractor's business or financial records, documents, or files
of any type or form that refer to or relate to the Contract. The Contractor will retain such
records for the longer of five years after the expiration of the Contract, or the period
required by the General Records Schedules maintained by the Florida Department of
State, at the Department of State's Records Management website. The Contractor
agrees to reimburse the State of Florida for the reasonable costs of investigation
incurred by the Inspector General or other authorized State of Florida official for
investigations of the Contractor's compliance with the terms of this or any other
agreement between the Contractor and the State of Florida which results in the
suspension or debarment of the Contractor. Such costs will include but will not be limited
to: salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor agrees to impose the same obligations to
cooperate with the Inspector General and retain records on any subcontractors used to
provide goods or services under the Contract.
SECTION 6. MISCELLANEOUS.
6.1 Subcontractors.
The Contractor will not subcontract any work under the Contract without prior written
consent of the Department. The Contractor is fully responsible for satisfactory
completion of all its subcontracted work. The Department supports diversity in its
procurements and contracts, and requests that the Contractor offer subcontracting
opportunities to certified woman-, veteran-, and minority-owned small businesses. The
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Contractor may contact the OSD at osdhelp@dms.myflorida.com for information on
certified small business enterprises available for subcontracting opportunities.
6.2 Assignment.
The Contractor will not sell, assign, or transfer any of its rights, duties, or obligations
under the Contract without the prior written consent of the Department. However, the
Contractor may waive its right to receive payment and assign same upon notice to the
Department. In the event of any assignment, the Contractor remains responsible for
performance of the Contract, unless such responsibility is expressly waived by the
Department. The Department may assign the Contract with prior written notice to the
Contractor.
6.3 Independent Contractor.
The Contractor and its employees, agents, representatives, and subcontractors are
independent contractors and not employees or agents of the State of Florida and are not
entitled to State of Florida benefits. The Department and Customer will not be bound by
any acts or conduct of the Contractor or its employees, agents, representatives, or
subcontractors. The Contractor agrees to include this provision in all its subcontracts
under the Contract.
6.4 Inspection and Acceptance of Commodities.
6.4.1 Risk of Loss.
Matters of inspection and acceptance are addressed in section 215.422, F.S. Until
acceptance, risk of loss or damage will remain with the Contractor. The Contractor will
be responsible for filing, processing, and collecting all damage claims. To assist the
Contractor with damage claims, the Customer will: record any evidence of visible
damage on all copies of the delivering carrier's bill of lading; report damages to the
carrier and the Contractor; and provide the Contractor with a copy of the carrier's bill of
lading and damage inspection report.
6.4.2 Rejected Commodities.
When a Customer rejects a commodity, Contractor will remove the commodity from the
premises within ten (10) calendar days after notification of rejection, and the risk of loss
will remain with the Contractor. Commodities not removed by the Contractor within ten
(10) calendar days will be deemed abandoned by the Contractor, and the Customer will
have the right to dispose of such commodities. Contractor will reimburse the Customer
for costs and expenses incurred in storing or effecting removal or disposition of rejected
commodities.
6.5 Safety Standards.
Performance of the Contract for all commodities or contractual services must comply
with requirements of the Occupational Safety and Health Act and other applicable State
of Florida and federal requirements.
6.6 Ombudsman.
A Vendor Ombudsman has been established within the Department of Financial
Services. The duties of this office are found in section 215.422, F.S., which include
disseminating information relative to prompt payment and assisting contractors in
receiving their payments in a timely manner from a Customer. The Vendor Ombudsman
may be contacted at (850) 413-5516.
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6.7 Time is of the Essence.
Time is of the essence regarding every obligation of the Contractor under the Contract.
Each obligation is deemed material, and a breach of any such obligation (including a
breach resulting from untimely performance) is a material breach.
6.8 Waiver.
The delay or failure by the Department or the Customer to exercise or enforce any rights
under the Contract will not constitute waiver of such rights.
6.9 Modification and Severability.
The Contract may only be modified by written agreement between the Department and
the Contractor. Should a court determine any provision of the Contract is invalid, the
remaining provisions will not be affected, and the rights and obligations of the Parties will
be construed and enforced as if the Contract did not contain the provision held invalid.
6.10 Cooperative Purchasing.
Pursuant to their own governing laws, and subject to the agreement of the Contractor,
governmental entities that are not Customers may make purchases under the terms and
conditions contained herein, if agreed to by Contractor. Such purchases are independent
of the Contract between the Department and the Contractor, and the Department is not a
party to these transactions. Agencies seeking to make purchases under this Contract
are required to follow the requirements of Rule 60A-1.045(5), F.A.C.
SECTION 7. LIABILITY AND INSURANCE.
7.1 Workers' Compensation Insurance.
The Contractor shall maintain workers' compensation insurance as required under the
Florida Workers' Compensation Law or the workers' compensation law of another
jurisdiction where applicable. The Contractor must require all subcontractors to similarly
provide workers' compensation insurance for all of the latter's employees. In the event
work is being performed by the Contractor under the Contract and any class of
employees performing the work is not protected under Workers' Compensation statutes,
the Contractor must provide, and cause each subcontractor to provide, adequate
insurance satisfactory to the Department, for the protection of employees not otherwise
protected.
7.2 General Liability Insurance.
The Contractor must secure and maintain Commercial General Liability Insurance,
including bodily injury, property damage, products, personal and advertising injury, and
completed operations. This insurance must provide coverage for all claims that may
arise from performance of the Contract or completed operations, whether by the
Contractor or anyone directly or indirectly employed by the Contractor. Such insurance
must include the State of Florida as an additional insured for the entire length of the
resulting contract. The Contractor is responsible for determining the minimum limits of
liability necessary to provide reasonable financial protections to the Contractor and the
State of Florida under the resulting contract.
7.3 Florida Authorized Insurers.
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All insurance shall be with insurers authorized and eligible to transact the applicable line
of insurance business in the State of Florida. The Contractor shall provide
Certification(s) of Insurance evidencing that all appropriate coverage is in place and
showing the Department to be an additional insured.
7.4 Performance Bond.
Unless otherwise prohibited by law, the Department may require the Contractor to
furnish, without additional cost to the Department, a performance bond or irrevocable
letter of credit or other form of security for the satisfactory performance of work
hereunder. The Department shall determine the type and amount of security.
7.5 Indemnification.
To the extent permitted by Florida law, the Contractor agrees to indemnify, defend, and
hold the Customer and the State of Florida, its officers, employees, and agents harmless
from all fines, claims, assessments, suits, judgments, or damages, including
consequential, special, indirect, and punitive damages, including court costs and
attorney's fees, arising from or relating to violation or infringement of a trademark,
copyright, patent, trade secret, or intellectual property right or out of any acts, actions,
breaches, neglect, or omissions of the Contractor, its employees, agents,
subcontractors, assignees, or delegates related to the Contract, as well as for any
determination arising out of or related to the Contract that the Contractor or Contractor's
employees, agents, subcontractors, assignees, or delegates are not independent
contractors in relation to the Customer. The Contract does not constitute a waiver of
sovereign immunity or consent by the Customer or the State of Florida or its subdivisions
to suit by third parties. Without limiting this indemnification, the Customer may provide
the Contractor (1) written notice of any action or threatened action, (2) the opportunity to
take over and settle or defend any such action at Contractor's sole expense, and (3)
assistance in defending the action at Contractor's sole expense.
7.6 Limitation of Liability.
Unless otherwise specifically enumerated in the Contract or in the purchase order,
neither the Department nor the Customer shall be liable for special, indirect, punitive, or
consequential damages, including lost data or records (unless the Contract or purchase
order requires the Contractor to back-up data or records), even if the Department or
Customer has been advised that such damages are possible. Neither the Department
nor the Customer shall be liable for lost profits, lost revenue, or lost institutional
operating savings. The Department or Customer may, in addition to other remedies
available to them at law or equity and upon notice to the Contractor, retain such monies
from amounts due Contractor as may be necessary to satisfy any claim for damages,
penalties, costs, and the like asserted by or against them. The State may set off any
liability or other obligation of the Contractor or its affiliates to the State against any
payments due the Contractor under any contract with the State.
SECTION 8. PUBLIC RECORDS, TRADE SECRETS, DOCUMENT MANAGEMENT,
AND INTELLECTUAL PROPERTY.
8.1 Public Records.
8.1.1 Termination of Contract.
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The Department may terminate the Contract for refusal by the Contractor to comply with
this section by not allowing access to all public records, as defined in Chapter 119, F. S.,
made or received by the Contractor in conjunction with the Contract.
8.1.2 Statutory Notice.
Pursuant to section 119.0701(2)(a), F.S., for contracts for services with a contractor
acting on behalf of a public agency, as defined in section 119.011(2), F.S., the following
applies:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT THE TELEPHONE NUMBER, EMAIL
ADDRESS, AND MAILING ADDRESS PROVIDED IN THE
RESULTING CONTRACT OR PURCHASE ORDER.
Pursuant to section 119.0701(2)(b), F.S., for contracts for services with a contractor
acting on behalf of a public agency as defined in section 119.011(2), F.S., the Contractor
shall:
(a) Keep and maintain public records required by the public agency to perform the
service.
(b) Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, F.S., or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure are not disclosed except as authorized by law for the duration of the
Contract term and following the completion of the Contract if the Contractor does not
transfer the records to the public agency.
(d) Upon completion of the Contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the Contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
8.2 Protection of Trade Secrets or Otherwise Confidential Information.
8.2.1 Contractor Designation of Trade Secrets or Otherwise Confidential Information.
If the Contractor considers any portion of materials to be trade secret under section
688.002 or 812.081, F.S., or otherwise confidential under Florida or federal law, the
Contractor must clearly designate that portion of the materials as trade secret or
otherwise confidential when submitted to the Department. The Contractor will be
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responsible for responding to and resolving all claims for access to Contract-related
materials it has designated trade secret or otherwise confidential.
8.2.2 Public Records Requests.
If the Department receives a public records request for materials designated by the
Contractor as trade secret or otherwise confidential under Florida or federal law, the
Contractor will be responsible for taking the appropriate legal action in response to the
request. If the Contractor fails to take appropriate and timely action to protect the
materials designated as trade secret or otherwise confidential, the Department will
provide the materials to the requester.
8.2.3 Indemnification Related to Confidentiality of Materials.
The Contractor will protect, defend, indemnify, and hold harmless the Department for
claims, costs, fines, and attorney's fees arising from or relating to its designation of
materials as trade secret or otherwise confidential.
8.3 Document Management.
The Contractor must retain sufficient documentation to substantiate claims for payment
under the Contract and all other records, electronic files, papers, and documents that
were made in relation to this Contract. The Contractor must retain all documents related
to the Contract for five (5) years after expiration of the Contract or, if longer, the period
required by the General Records Schedules maintained by the Florida Department of
State available at the Department of State's Records Management website.
8.4 Intellectual Property.
8.4.1 Ownership.
Unless specifically addressed otherwise in the Contract, the State of Florida shall be the
owner of all intellectual property rights to all property created or developed in connection
with the Contract.
8.4.2 Patentable Inventions or Discoveries.
Any inventions or discoveries developed in the course, or as a result, of services in
connection with the Contract that are patentable pursuant to 35 U.S.C. § 101 are the
sole property of the State of Florida. Contractor must inform the Customer of any
inventions or discoveries developed or made through performance of the Contract, and
such inventions or discoveries will be referred to the Florida Department of State for a
determination on whether patent protection will be sought. The State of Florida will be
the sole owner of all patents resulting from any invention or discovery made through
performance of the Contract.
8.4.3 Copyrightable Works.
Contractor must notify the Department or State of Florida of any publications, artwork, or
other copyrightable works developed in connection with the Contract. All copyrights
created or developed through performance of the Contract are owned solely by the State
of Florida.
SECTION 9. DATA SECURITY.
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The Contractor will maintain the security of State of Florida data including, but not limited
to, maintaining a secure area around any displayed visible data and ensuring data is
stored and secured when not in use. The Contractor and subcontractors will not perform
any of the services from outside of the United States, and the Contractor will not allow
any State of Florida data to be sent by any medium, transmitted, or accessed outside the
United States due to Contractor's action or inaction. In the event of a security breach
involving State of Florida data, the Contractor shall give notice to the Customer and the
Department within one business day. "Security breach" for purposes of this section will
refer to a confirmed event that compromises the confidentiality, integrity, or availability of
data. Once a data breach has been contained, the Contractor must provide the
Department with a post-incident report documenting all containment, eradication, and
recovery measures taken. The Department reserves the right in its sole discretion to
enlist a third party to audit Contractor's findings and produce an independent report, and
the Contractor will fully cooperate with the third party. The Contractor will also comply
with all HIPAA requirements and any other state and federal rules and regulations
regarding security of information.
SECTION 10. GRATUITIES, LOBBYING, AND COMMUNICATIONS.
10.1 Gratuities.
The Contractor will not, in connection with this Contract, directly or indirectly (1) offer,
give, or agree to give anything of value to anyone as consideration for any State of
Florida officer's or employee's decision, opinion, recommendation, vote, other exercise
of discretion, or violation of a known legal duty, or (2) offer, give, or agree to give to
anyone anything of value for the benefit of, or at the direction or request of, any State of
Florida officer or employee.
10.2 Lobbying.
In accordance with sections 11.062 and 216.347, F.S., Contract funds are not to be used
for the purpose of lobbying the Legislature, the judicial branch, or the Department.
Pursuant to section 287.058(6), F.S., the Contract does not prohibit the Contractor from
lobbying the executive or legislative branch concerning the scope of services,
performance, term, or compensation regarding the Contract after the Contract is
executed and during the Contract term.
10.3 Communications.
10.3.1 Contractor Communication or Disclosure.
The Contractor shall not make any public statements, press releases, publicity releases,
or other similar communications concerning the Contract or its subject matter or
otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with the Contract, without first notifying the
Customer's Contract Manager and securing the Customer's prior written consent.
10.3.2 Use of Customer Statements.
The Contractor shall not use any statement attributable to the Customer or its
employees for the Contractor's promotions, press releases, publicity releases,
marketing, corporate communications, or other similar communications, without first
notifying the Customer's Contract Manager and securing the Customer's prior written
consent.
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SECTION 11. CONTRACT MONITORING.
11.1 Performance Standards.
The Contractor agrees to perform all tasks and provide deliverables as set forth in the
Contract. The Department and the Customer will be entitled at all times, upon request, to
be advised as to the status of work being done by the Contractor and of the details
thereof.
11.2 Performance Deficiencies and Financial Consequences of Non-Performance.
11.2.1 Proposal of Corrective Action Plan.
In addition to the processes set forth in the Contract (e.g., service level agreements), if
the Department or Customer determines that there is a performance deficiency that
requires correction by the Contractor, then the Department or Customer will notify the
Contractor. The correction must be made within a time-frame specified by the
Department or Customer. The Contractor must provide the Department or Customer with
a corrective action plan describing how the Contractor will address all performance
deficiencies identified by the Department or Customer.
11.2.2 Retainage for Unacceptable Corrective Action Plan or Plan Failure.
If the corrective action plan is unacceptable to the Department or Customer, or
implementation of the plan fails to remedy the performance deficiencies, the Department
or Customer will retain ten percent (10%) of the total invoice amount. The retainage will
be withheld until the Contractor resolves the performance deficiencies. If the
performance deficiencies are resolved, the Contractor may invoice the Department or
Customer for the retained amount. If the Contractor fails to resolve the performance
deficiencies, the retained amount will be forfeited to compensate the Department or
Customer for the performance deficiencies.
11.3 Performance Delay.
11.3.1 Notification.
The Contractor will promptly notify the Department or Customer upon becoming aware
of any circumstances that may reasonably be expected to jeopardize the timely and
successful completion (or delivery) of any commodity or contractual service. The
Contractor will use commercially reasonable efforts to avoid or minimize any delays in
performance and will inform the Department or the Customer of the steps the Contractor
is taking or will take to do so, and the projected actual completion (or delivery) time. If
the Contractor believes a delay in performance by the Department or the Customer has
caused or will cause the Contractor to be unable to perform its obligations on time, the
Contractor will promptly so notify the Department and use commercially reasonable
efforts to perform its obligations on time notwithstanding the Department's delay.
11.3.2 Liquidated Damages.
The Contractor acknowledges that delayed performance will damage the
DepartmentCustomer, but by their nature such damages are difficult to ascertain.
Accordingly, the liquidated damages provisions stated in the Contract documents will
apply. Liquidated damages are not intended to be a penalty and are solely intended to
compensate for damages.
11.4 Force Majeure, Notice of Delay, and No Damages for Delay.
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The Contractor will not be responsible for delay resulting from its failure to perform if
neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay, and the delay is due directly to fire, explosion, earthquake,
windstorm, flood, radioactive or toxic chemical hazard, war, military hostilities, terrorism,
civil emergency, embargo, riot, strike, violent civil unrest, or other similar cause wholly
beyond the Contractor's reasonable control, or for any of the foregoing that affect
subcontractors or suppliers if no alternate source of supply is available to the Contractor.
The foregoing does not excuse delay which could have been avoided if the Contractor
implemented any risk mitigation required by the Contract. In case of any delay the
Contractor believes is excusable, the Contractor will notify the Department in writing of
the delay or potential delay and describe the cause of the delay either (1) within ten (10)
calendar days after the cause that created or will create the delay first arose, if the
Contractor could reasonably foresee that a delay could occur as a result, or (2) if delay is
not reasonably foreseeable, within five (5) calendar days after the date the Contractor
first had reason to believe that a delay could result. The foregoing will constitute the
Contractor's sole remedy or excuse with respect to delay. Providing notice in strict
accordance with this paragraph is a condition precedent to such remedy. No claim for
damages will be asserted by the Contractor. The Contractor will not be entitled to an
increase in the Contract price or payment of any kind from the Department for direct,
indirect, consequential, impact or other costs, expenses or damages, including but not
limited to costs of acceleration or inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever. If performance is suspended or
delayed, in whole or in part, due to any of the causes described in this paragraph, after
the causes have ceased to exist the Contractor will perform at no increased cost, unless
the Department determines, in its sole discretion, that the delay will significantly impair
the value of the Contract to the State of Florida or to Customers, in which case the
Department may (1) accept allocated performance or deliveries from the Contractor,
provided that the Contractor grants preferential treatment to Customers and the
Department with respect to commodities or contractual services subjected to allocation,
or (2) purchase from other sources (without recourse to and by the Contractor for the
related costs and expenses) to replace all or part of the commodity or contractual
services that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
SECTION 12. CONTRACT AUDITS.
12.1 Performance or Compliance Audits.
The Department may conduct or have conducted performance and/or compliance audits
of the Contractor and subcontractors as determined by the Department. The Department
may conduct an audit and review all the Contractor's and subcontractors' data and
records that directly relate to the Contract. To the extent necessary to verify the
Contractor's fees and claims for payment under the Contract, the Contractor's
agreements or contracts with subcontractors, partners, or agents of the Contractor,
pertaining to the Contract, may be inspected by the Department upon fifteen (15)
calendar days' notice, during normal working hours and in accordance with the
Contractor's facility access procedures where facility access is required. Release
statements from its subcontractors, partners, or agents are not required for the
Department or its designee to conduct compliance and performance audits on any of the
Contractor's contracts relating to this Contract. The Inspector General, in accordance
with section 5.6, the State of Florida's Chief Financial Officer, the Office of the Auditor
General also have authority to perform audits and inspections.
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12.2 Payment Audit.
Records of costs incurred under terms of the Contract will be maintained in accordance
with section 8.3 of these Special Contract Conditions. Records of costs incurred will
include the Contractor's general accounting records, together with supporting documents
and records of the Contractor and all subcontractors performing work, and all other
records of the Contractor and subcontractors considered necessary by the Department,
the State of Florida's Chief Financial Officer, or the Office of the Auditor General.
SECTION 13. BACKGROUND SCREENING AND SECURITY.
13.1 Background Check.
The Department or Customer may require the Contractor to conduct background checks
of its employees, agents, representatives, and subcontractors as directed by the
Department or Customer. The cost of the background checks will be borne by the
Contractor. The Department or Customer may require the Contractor to exclude the
Contractor's employees, agents, representatives, or subcontractors based on the
background check results. In addition, the Contractor must ensure that all persons have
a responsibility to self-report to the Contractor within three (3) calendar days any arrest
for any disqualifying offense. The Contractor must notify the Contract Manager within
twenty-four (24) hours of all details concerning any reported arrest. Upon the request of
the Department or Customer, the Contractor will re-screen any of its employees, agents,
representatives, and subcontractors during the term of the Contract.
13.2 E-Verify.
The Contractor must use the U.S. Department of Homeland Security's E-Verify system
to verify the employment eligibility of all new employees hired during the term of the
Contract for the services specified in the Contract. The Contractor must also include a
requirement in subcontracts that the subcontractor must utilize the E-Verify system to
verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term. In order to implement this provision, the Contractor must provide a
copy of its DHS Memorandum of Understanding (MOU) to the Contract Manager within
five (5) calendar days of Contract execution. If the Contractor is not enrolled in DHS E-
Verify System, it will do so within five (5) calendar days of notice of Contract award and
provide the Contract Manager a copy of its MOU within five (5) calendar days of
Contract execution. The link to E-Verify is https://www.uscis.gov/e-verify. Upon each
Contractor or subcontractor new hire, the Contractor must provide a statement within
five (5) calendar days to the Contract Manager identifying the new hire with its E-Verify
case number.
13.3 Disqualifying Offenses.
If at any time it is determined that a person has been found guilty of a misdemeanor or
felony offense as a result of a trial or has entered a plea of guilty or nolo contendere,
regardless of whether adjudication was withheld, within the last six (6) years from the
date of the court's determination for the crimes listed below, or their equivalent in any
jurisdiction, the Contractor is required to immediately remove that person from any
position with access to State of Florida data or directly performing services under the
Contract. The disqualifying offenses are as follows:
(a) Computer related crimes;
(b) Information technology crimes;
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(c) Fraudulent practices;
(d) False pretenses;
(e) Frauds;
(f) Credit card crimes;
(g) Forgery;
(h) Counterfeiting;
(i) Violations involving checks or drafts;
0) Misuse of medical or personnel records; and
(k) Felony theft.
13.4 Confidentiality.
The Contractor must maintain confidentiality of all confidential data, files, and records
related to the commodities or contractual services provided pursuant to the Contract and
must comply with all state and federal laws, including, but not limited to sections
381.004, 384.29, 392.65, and 456.057, F.S. The Contractor's confidentiality procedures
must be consistent with the most recent version of the Department security policies,
protocols, and procedures. The Contractor must also comply with any applicable
professional standards with respect to confidentiality of information.
SECTION 14. WARRANTY OF CONTRACTOR'S ABILITY TO PERFORM.
The Contractor warrants that, to the best of its knowledge, there is no pending or
threatened action, proceeding, or investigation, or any other legal or financial condition,
that would in any way prohibit, restrain, or diminish the Contractor's ability to satisfy its
Contract obligations. The Contractor warrants that neither it nor any affiliate is currently
on the Suspended Vendor List, Convicted Vendor List, or the Discriminatory Vendor List,
or on any similar list maintained by any other state or the federal government. The
Contractor shall immediately notify the Department in writing if its ability to perform is
compromised in any manner during the term of the Contract.
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